MailZip Business Partnership Agreement

Agreement details

THIS BUSINESS PARTNERSHIP AGREEMENT (the “Agreement”) is made on the Effective Date stated above between:

A. MailZip Nigeria Limited, a company incorporated under the laws of the Federal Republic of Nigeria with RC RC1743082; and

B. Partner as stated/ fill on the application form.

MailZip and the Partner are each a “Party” and together the “Parties.”

Background

A. MailZip operates the MailZip Business Profile service and related subscription, onboarding and support services.

B. The Partner has access to businesses that may benefit from a professional online business profile and wishes to refer and assist those businesses under the MailZip Business Partner Programme.

C. The Parties intend an independent, non-exclusive commercial relationship governed by this Agreement.

The Parties therefore agree as follows:

1. Definitions and interpretation

1.1 Headings are for convenience only. “Including” means “including without limitation.” A reference to law includes amendments and replacement legislation. If a Schedule conflicts with the main body, the main body prevails unless the Schedule expressly states otherwise.

2. Appointment and relationship

2.1 MailZip appoints the Partner, and the Partner accepts appointment, as a non-exclusive and revocable independent referral and onboarding partner within the Territory during the Term.

2.2 The Partner may identify eligible businesses, explain approved MailZip offers, refer them using the Partner Code and help them complete their Business Profiles.

2.3 Nothing in this Agreement creates employment, worker status, agency, franchise, partnership at law, joint venture or fiduciary relationship. The Partner controls its own time, personnel and operating method, subject to this Agreement.

2.4 The Partner has no authority to bind MailZip, make commitments on MailZip’s behalf, vary prices or terms, incur liabilities for MailZip, or represent that it has such authority.

2.5 The appointment is non-exclusive. MailZip may appoint other partners, sell directly and operate in the same Territory.

4. Eligibility, verification and onboarding

4.1 The Partner shall maintain a complete and published MailZip Business Profile throughout the Term, unless MailZip confirms an exception in writing.

4.2 Before activation, the Partner shall provide accurate identity, business, tax, contact and bank details requested by MailZip and promptly update any change.

4.3 The Partner shall complete required product, onboarding, ethical-sales, privacy and brand training and ensure its approved personnel do the same.

4.4 MailZip may reject, suspend or require reverification of a Partner where verification is incomplete, inconsistent, expired or raises compliance or fraud concerns.

5. Partner obligations

• Promote the Services truthfully, professionally and only using current information and approved materials.
• Help referred businesses register, provide accurate details, complete their profiles and upload required products or services.
• Obtain appropriate consent before submitting or processing any person’s or business’s data.
• Clearly disclose that subscription approval, service availability, pricing, refunds and platform decisions are controlled by MailZip.
• Keep referral, training and customer-support records reasonably required for audit and dispute resolution.
• Protect the Partner Code, portal credentials, customer information and approved brand assets from misuse.
• Promptly escalate complaints, suspected fraud, payment disputes, security incidents and inaccurate listings to MailZip.
• Comply with this Agreement, MailZip policies notified to the Partner and applicable Nigerian law.

5.1 The Partner shall not subcontract material obligations or appoint sub-agents without MailZip’s prior written consent. The Partner remains responsible for all approved personnel and subcontractors.

6. Qualified referrals and attribution

6.1 A Referral qualifies only where it is a genuine and unique business; uses the Partner Code; has verified contact and business details; completes and publishes its Business Profile; uploads required products or services; makes a cleared payment directly to MailZip; has no refund or reversal; and was not already attributed to another source or partner.

6.2 The first valid Partner Code recorded in MailZip’s system owns the Referral. That attribution remains open for thirty (30) days from the initial valid registration event before payment.

6.3 No Partner Code may be added retroactively after registration or payment. MailZip’s timestamped records govern absent manifest error.

6.4 Self-referrals, controlled duplicates, fabricated businesses, duplicate contacts or subscriptions, circular referrals and any attempt to obtain double credit are disqualified.

6.5 The same subscriber cannot be credited to more than one partner. MailZip may investigate competing claims and may hold the related Commission while it determines attribution in good faith.

7. Commission and performance bonuses

7.1 For each Activated Subscriber, MailZip shall pay twenty-five per cent (20%) of the first Commissionable Revenue payment. This percentage is subject to change.

7.2 For each cleared Renewal in months 2 to 4, MailZip shall pay ten per cent (7%) of Commissionable Revenue. No recurring Commission accrues after month 4 unless MailZip confirms a replacement policy in writing.

7.3 Monthly performance bonuses are governed by Schedule A and are payable only after the relevant cohort records at least eighty per cent (80%) first-renewal retention.

7.4 No Commission is payable for free accounts, trials, discounts that reduce Commissionable Revenue to zero, existing customers, retroactive claims, fraudulent or duplicate records, self-referrals, uncleared payments, refunds, chargebacks or reversals.

7.5 MailZip may amend prospective commission rates, bonus levels or qualification rules on at least thirty (30) days’ notice. An amendment shall not reduce Commission already approved on a cleared payment, but future Renewals after the effective date may be governed by the amended policy if permitted by the notice.

8. Validation, statements and payout

8.1 MailZip may validate each Referral and payment for fourteen (14) to thirty (30) days to check profile completion, payment clearance, duplicates, refunds, chargebacks, complaints and fraud indicators.

8.2 Approved Commission is calculated monthly. The minimum payout threshold is ₦5,000; an approved balance below the threshold rolls forward.

8.3 Subject to validation, MailZip will target payment by the fifth working day of the next applicable payout cycle and will provide a statement showing referrals, adjustments, bonuses and net payout.

8.4 Payouts shall be made only to the verified bank account listed in Schedule C. The Partner is responsible for the accuracy of those details and must promptly report any suspected compromise.

8.5 MailZip may reverse, withhold or set off Commission linked to a refund, chargeback, duplicate, error, breach or fraud. A genuine statement dispute must be submitted with supporting evidence within thirty (30) days of the statement date.

8.6 MailZip’s records are prima facie evidence of registrations, payments, Renewals and attribution, subject to correction of proven error.

9. Customer payments, pricing and refunds

9.1 Customers must pay MailZip directly through an approved MailZip channel. The Partner shall not receive subscription money into a personal, employee, agent or third-party account.

9.2 The Partner may not alter pricing, grant unauthorised discounts, promise refunds, bundle third-party fees into a MailZip subscription or issue a receipt on MailZip’s behalf.

9.3 MailZip controls subscription approval, billing, refund and service decisions under its customer terms. The Partner shall promptly refer payment or refund complaints to MailZip.

10. Taxes

10.1 The Partner is responsible for its own registration, income, value-added, payroll and other taxes arising from its activities and Commission.

10.2 MailZip may deduct or withhold tax where required by law and shall provide available evidence of the deduction. Commission figures are stated before any legally required withholding unless stated otherwise.

11. Data protection and security

11.1 Each Party shall comply with the Nigeria Data Protection Act 2023, applicable directives and other data-protection requirements relevant to its role.

11.2 The Partner shall collect only information reasonably required for the Referral or Business Profile; provide appropriate notice; obtain valid consent or another lawful basis where required; use the information only for this Agreement; and keep it accurate and secure.

11.3 The Partner shall not sell, reuse, scrape, disclose or combine referred-business data for unrelated marketing or another client without a separate lawful basis and appropriate notice.

11.4 The Partner shall use reasonable technical and organisational safeguards, including access controls, secure devices and confidential handling of credentials and documents.

11.5 The Partner shall notify MailZip within twenty-four (24) hours after becoming aware of any actual or suspected loss, unauthorised disclosure, access, alteration or security incident involving MailZip or referred-business data; cooperate with investigation and remediation; and make no public statement without lawful authority or MailZip’s written approval.

11.6 On request or termination, the Partner shall securely return or delete MailZip and customer data that it is not legally required to retain and confirm completion in writing.

12. Confidentiality

12.1 A receiving Party shall protect Confidential Information with at least reasonable care, use it only for this Agreement and disclose it only to personnel or advisers who need it and are bound by confidentiality obligations.

12.2 Confidential Information excludes information proven to be public without breach, already lawfully known, independently developed or lawfully obtained from a third party without restriction.

12.3 Where disclosure is legally required, the receiving Party shall, where lawful, give prompt notice and disclose only what is required.

12.4 This clause survives termination for five (5) years, and indefinitely for trade secrets, credentials and personal data while protected by law.

13. Intellectual property and brand use

13.1 MailZip retains all rights in the Services, Trademarks, systems, training, content and materials. No ownership transfers to the Partner.

13.2 During the Term, MailZip grants the Partner a limited, non-exclusive, non-transferable, revocable licence to use approved Trademarks and materials solely to perform this Agreement.

13.3 The Partner shall follow current brand guidance; shall not alter the Trademarks or materials without approval; and shall not register or use a company name, domain, social-media handle, app, phone listing or paid-search term that incorporates or confusingly resembles MailZip.

13.4 All goodwill from permitted brand use belongs to MailZip. On suspension or termination, the Partner shall immediately stop holding itself out as an authorised MailZip partner and remove the Trademarks as directed.

14. Marketing standards and prohibited conduct

14.1 The Partner shall not make false, misleading, unapproved or guaranteed claims about customer outcomes, earnings, platform visibility, features, prices, refunds or service availability.

14.2 The Partner shall not spam, harass, impersonate, use deceptive lead generation, buy unauthorised customer lists, manipulate reviews, falsify profiles or use coercive selling practices.

14.3 The Partner shall not offer, request or accept any unlawful bribe, kickback or improper advantage in connection with the programme and shall comply with applicable anti-corruption law.

14.4 MailZip may require immediate correction or withdrawal of any marketing communication that it reasonably believes is inaccurate, unlawful or harmful to customers or the brand.

15. Service management and support

15.1 MailZip will provide reasonable product information, training materials, Partner Codes, tracking or statements, and support channels necessary to operate the programme.

15.2 MailZip may change, suspend or discontinue features, plans, prices, eligibility rules or approved materials for business, technical, security or legal reasons, subject to any notice required by this Agreement or applicable law.

15.3 The Services may be unavailable periodically. MailZip does not guarantee uninterrupted service, a minimum customer acceptance rate or minimum Partner earnings.

16. Records, monitoring and audit

16.1 The Partner shall retain relevant referral, consent, complaint and approved marketing records for at least twenty-four (24) months after creation, unless a longer period is legally required.

16.2 On reasonable notice, MailZip may review records and processes relevant to Commission, data protection, brand use, customer complaints and compliance. No advance notice is required where fraud, security or legal risk is reasonably suspected.

16.3 The Partner shall cooperate and promptly remedy verified deficiencies. MailZip shall limit an audit to information reasonably connected with this Agreement and protect the Partner’s unrelated confidential information.

17. Warranties and undertakings

17.1 Each Party warrants that it has authority to enter and perform this Agreement.

17.2 The Partner warrants that information supplied to MailZip is accurate; its performance will comply with law and third-party rights; and it will not introduce malicious code or misuse the Services.

17.3 Except as expressly stated, the Services and programme are provided “as available.” To the extent permitted by law, MailZip excludes implied warranties of uninterrupted availability, merchantability, fitness for a particular purpose and guaranteed commercial results.

18. Suspension and termination

18.1 Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice.

18.2 A Party may terminate for material breach if the breach is not cured within seven (7) days after written notice, where the breach is capable of cure.

18.3 MailZip may suspend access or terminate immediately for suspected or established fraud, fabricated or duplicate referrals, unauthorised money collection, material misrepresentation, unlawful conduct, serious brand misuse, bribery, confidentiality breach, data/security incident, repeated customer harm or conduct that creates material legal or reputational risk.

18.4 MailZip may also suspend Commission reasonably connected with an investigation. It shall release any undisputed approved amount after the investigation, subject to lawful deduction and set-off.

19. Consequences of termination

19.1 The Partner shall stop using Partner Codes, portals, materials and Trademarks; stop presenting itself as authorised; return or delete protected information; and provide reasonable cooperation on open customer matters.

19.2 Subject to validation, MailZip shall pay Commission approved on cleared payments arising before termination. Future Renewal Commission after termination is payable only where MailZip terminates for convenience or the Partner terminates for MailZip’s uncured material breach, and only for the remaining original 12-month commission period. No future Commission is payable where termination results from the Partner’s breach, fraud or misconduct.

19.3 Commission linked to fraud, fabricated or duplicate records, unauthorised collections, refunds or chargebacks may be forfeited, reversed or recovered.

19.4 Clauses intended by their nature to survive—including payment adjustments, taxes, data protection, confidentiality, intellectual property, indemnity, liability, disputes and general terms—survive termination.

20. Indemnity

20.1 The Partner shall indemnify MailZip, its affiliates and personnel against third-party claims, regulatory costs, losses, damages and reasonable professional fees arising from the Partner’s breach, unlawful conduct, false statements, unauthorised money collection, data/security failure, infringement, personnel or tax obligations, except to the extent caused by MailZip’s negligence or breach.

20.2 MailZip shall promptly notify the Partner of an indemnified claim where practicable and allow reasonable participation in the defence, provided no settlement admits MailZip liability or imposes non-monetary obligations without MailZip’s written consent.

21. Limitation of liability

21.1 To the extent permitted by law, neither Party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of anticipated profit, goodwill or opportunity, arising from this Agreement.

21.2 Subject to clause 21.3, each Party’s aggregate liability under this Agreement shall not exceed the total Commission paid or payable to the Partner during the six (6) months preceding the event giving rise to the claim.

21.3 The exclusions and cap do not apply to fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or data protection, infringement or misuse of intellectual property, indemnity obligations, unauthorised collection of customer money, or payment obligations already accrued.

22. Compliance and force majeure

22.1 Each Party shall comply with applicable laws, lawful regulatory requirements and sanctions relevant to its performance.

22.2 Neither Party is liable for delay caused by events beyond reasonable control, excluding payment obligations already due. The affected Party shall promptly notify the other and take reasonable steps to mitigate. If the event continues for more than thirty (30) days, either Party may terminate on written notice.

23. Notices

23.1 Notices must be in writing and sent by hand, courier or email to the addresses in Schedule C, or to a replacement address notified in writing.

23.2 A notice is deemed received: on delivery by hand; on recorded delivery by courier; or, for email, when sent without a delivery failure before 5:00 p.m. on a working day in Nigeria, otherwise on the next working day.

Schedule A — Commission and bonus plan

Performance bonuses

Payable only when the monthly paid-subscriber threshold is met and the relevant cohort achieves at least 80% first-renewal retention.

Schedule B — Qualification, KPI and partner levels

Qualified Referral checklist

• Genuine, unique business and valid first-use Partner Code.
• Verified business and contact details.
• Complete and published Business Profile.
• Required products or services uploaded.
• Cleared direct payment to MailZip.
• No refund, chargeback, duplicate, previous attribution or self-referral.

Partner levels

Schedule C — Brand, customer and data rules