Agent Programme Terms

Definitions

“Operator”: the organisation that runs the platform for your territory, bills the schools, and pays your commission — the entity that owns the domain this site was served on. “Agent”: an individual appointed under these terms, an independent contractor and not an employee. “Team lead”: an Agent who recruits and coaches other Agents and earns an override on their sales. “School” or “Customer”: an institution that subscribes to a product — a customer of the Operator, never of the Agent. “Commission”: the banded percentage of a collected subscription payment the Agent earns while they are the school's active account manager in good standing.

Appointment

The Operator appoints the Agent to introduce schools to the platform and to support those schools, on a non-exclusive basis, in the Agent's stated area. The appointment creates no employment, partnership, or joint venture. The Agent has no authority to bind the Operator to a price, a contract term, a feature commitment, a refund, or anything else beyond presenting the Operator's published offer.

The Agent is an independent contractor, responsible for their own tax, equipment, travel and working hours, with no entitlement to salary, retainer, pension, leave, insurance or any employee benefit. The Agent may represent other products and services, except a platform that competes directly with the suite, which the Agent may not promote to the Operator's schools or prospects during the appointment or for the period in “Non-circumvention” below.

Becoming an agent

The Agent applies; the Operator may check references and, with the Agent's consent, run a background check. The Agent completes the Operator's training and passes the certification. The Operator then creates the Agent's record on the platform — and the appointment begins then, and not before. An application, an interview or attending training creates no entitlement to commission. The Operator may decline any application without giving reasons.

Training and certification

The Agent must complete the Operator's training and pass the certification before being assigned any school. On a major platform release the Agent has [30 days] to complete the update module; while lapsed, the Agent keeps existing schools and commission but is assigned no new schools. The Operator may require re-certification after a period of inactivity.

The Agent's obligations

Every week the appointment is active, the Agent will: carry out at least [3] qualified engagements with prospective schools, each logged in the agent portal; file the weekly report by [Monday noon] for the preceding week; take every school they sign live within [21] days of signature; respond to or escalate any assigned school's request within one working day; keep their certification current; act at all times in accordance with the code of conduct; keep their contact and payment details current; and never accept, hold or handle a school's subscription payment.

A qualified engagement is a documented contact with a decision-maker at a school that is not already an active customer, with the school's name, location, the person spoken to, the outcome and the next step recorded in the portal. At most one of the three each week may be a repeat contact with the same school.

Inactivity

If the Agent logs no qualified engagement and no contact with a given school for [45] consecutive days, the Operator may reassign that school's account management to another Agent, and recurring commission on it pauses from the reassignment. After [90] consecutive days, or two consecutive missed weekly reports without prior notice, the Operator may end the appointment: accrued approved commission is paid in the normal cycle, and recurring commission on all schools ceases.

Planned absence — illness, family, study — notified to the Operator in advance is not inactivity. The Operator will arrange interim cover and restore the Agent's accounts on their return, subject to a reasonable maximum.

Complaints and forfeiture

A school may complain about an Agent's professionalism or service. Before a complaint counts, the Operator gives the Agent the substance of it and [5] working days to respond, and the Operator — not the school — decides whether it is upheld.

Three upheld complaints from three different schools within a rolling 12 months: the Agent forfeits account management of the schools that complained, those schools are reassigned, and recurring commission on them ceases from the date of forfeiture. The Operator may, at its discretion, end the appointment entirely.

A single serious complaint — fraud, dishonesty, a bribe or kickback, a safeguarding concern, harassment, or a data-protection breach — leads to immediate suspension pending investigation and, if upheld, termination for cause with forfeiture of all recurring commission and any unapproved accrued commission.

Schools are the Operator's customers; non-circumvention

Every school is a customer of the Operator. The Agent acquires no ownership of, or continuing right to, any school. Account management is a role, assigned and removable by the Operator.

During the appointment and for [12 months] after it ends, the Agent will not: solicit any school they managed to leave the suite or move to a competing platform; approach the Operator's schools to arrange their subscription otherwise than through the Operator; or solicit the Operator's other agents to leave the programme. The Agent will not take a school's subscription “direct” or off-platform under any circumstances; doing so is termination for cause.

Code of conduct

The Agent will present the products, features and prices accurately and only as the Operator has published them; treat school staff, learners and parents with respect; neither offer nor accept any bribe, secret commission, kickback or facilitation payment; never handle a school's payment; use only the Operator's approved marketing materials and channels, and not use the Operator's or the suite's name, logo or trademarks except as permitted; not run paid advertising using them without written permission; not send bulk unsolicited messages; not misrepresent their status as an independent contractor; and disclose in writing, before signing them, any school the Agent owns, runs, works for, or is related to a decision-maker at.

Confidentiality and data protection

The Agent will keep the Operator's non-public information — pricing logic, roadmaps, school lists, other agents' details, commission structures — confidential, during the appointment and after.

In handling any personal data of a school, its staff or its learners, the Agent acts only on the Operator's documented instructions, as the Operator's processor, in compliance with applicable law. The Agent will use only the Operator's provided systems, will not copy, export, store locally or transmit school or learner data outside those systems, will not retain any such data after the appointment ends, and will report any actual or suspected data breach to the Operator within 24 hours of becoming aware of it.

Commission

Rate: marginal bands on the Agent's count of active paying schools that calendar month — [10%] on the first 5, [15%] on schools 6 to 15, [20%] on 16 and above — combined into one effective rate and applied to every commission-bearing subscription payment the Operator collects that month. Commission accrues on collection of the payment, net of tax and discount; a signed contract with no payment accrues nothing.

Recurrence: every term a school pays, while the Agent is its active account manager in good standing. On reassignment, commission from the next collected payment is the new Agent's. A team lead earns [3%] of each downline agent's direct commission, paid in addition to, never deducted from, the downline agent's commission.

Commission is pending on accrual and payable once the Operator has approved it. Payment is monthly, by the [tenth working day] of the following month, to the Agent's nominated bank or mobile-money account, in local currency; amounts below the minimum payout roll to the next month. A refund, chargeback or early cancellation produces a negative entry against the original commission; if already paid, it is deducted from the next statement, and a sustained negative balance is a debt recoverable by the Operator.

The Agent is responsible for their own income tax and any applicable registration; the Operator may withhold where law requires and will provide a statement, and may set off against commission any amount the Agent owes it. Commission is what the platform's records show, computed as above; every entry carries its basis and rate and is never rewritten.

Suspension and termination

Either party may terminate for convenience on [30 days] written notice. The Operator may terminate for cause immediately for breach of the non-circumvention, code-of-conduct or data-protection sections, an upheld serious complaint, fraud or dishonesty, bringing the suite or the Operator into disrepute, or loss of the legal right to work as a contractor. The Operator may suspend the Agent — pausing new assignments and commission approval, not accrual — pending investigation of a serious matter.

On termination, the Agent stops representing the suite immediately, returns or deletes all materials and data, and ceases using the Operator's names and marks. Accrued approved commission is paid in the normal cycle; recurring commission ceases; unapproved accrued commission is paid only if termination was for convenience or by the Agent, and is forfeit on termination for cause. The non-circumvention, confidentiality, commission-reversal and dispute sections survive termination.

Disputes

Commission disputes: raise in writing within [60 days] of a statement; the Operator reviews the relevant records with the Agent within [10 working days]. Complaint disputes: the Agent gets the substance and [5] working days to respond before any complaint is upheld, and only the Operator decides whether it stands. An Agent who loses a school to claimed inactivity may show their logged engagements and reports for the period; if the record shows activity, the school is returned. Anything unresolved goes to a named senior person at the Operator not involved in the original decision. There is no retaliation for raising a dispute in good faith.

Governing law and forum

Governed by the law of the Operator's territory. For the Operator operating directly, that is the laws of the Federal Republic of Nigeria, with the courts of Lagos where arbitration does not apply. The parties will attempt good-faith resolution first; failing that, disputes are referred to arbitration under the territory's arbitration act, with the seat and language stated in the offer letter.

General

Neither party is liable for indirect or consequential loss; the Operator's total liability to the Agent in any 12 months is capped at the commission paid to the Agent in that period, and nothing limits liability that cannot be limited by law. The Agent indemnifies the Operator against loss arising from the Agent's breach of the non-circumvention, code-of-conduct or data-protection sections, misrepresentation to a school, or unlawful conduct.

The Operator may change these terms and the commission schedule on [30 days] notice; a change to the commission rate does not apply to commission already accrued, and if the Agent does not accept a change either party may terminate for convenience before it takes effect. The Agent may not assign the appointment; the Operator may assign it to a successor operating the same platform in the territory. These terms plus the Agent's offer letter and the code of conduct are the whole agreement. Severability, waiver and notices are standard.

Contact

Questions about this document go to legal@akadesk.com, or to Appsotech Limited at the address on the contact page.