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Sales Representative Agreement

Version 2026-10-31.1Effective October 31, 2026

Effective date: 31 October 2026

English is the source and governing version of this Sales Representative Agreement. If any translation differs from the English version, the English version prevails.

1. Who we are and how this Agreement fits

Amya is operated by AMYA AFRICA LTD, a company registered in England and Wales under company number 17469906, with its registered office at 128 City Road, London, EC1V 2NX, United Kingdom ("Amya", "we", "us" or "our").

This Sales Representative Agreement ("Agreement"), referred to in the Amya Terms of Use as the Representative Agreement, is a commercial contract between Amya and the independent business entity or self-employed business individual invited by Amya to participate in its sales-representative referral programme ("Representative", "you" or "your"). It governs how you introduce supplier organizations to Amya, how referral commissions are calculated, held, reversed and paid out, and your compliance obligations.

  • Other applicable terms: Your access to Amya and the sales-representative portal ("Portal") is also governed by the Amya Terms of Use ("Terms") and the Acceptable Use Policy (where you contract as a self-employed individual acting in the course of business, references to "your organization" in the Terms apply to you as an independent business contractor; consumers and persons under 18 are strictly excluded). Our Privacy Notice explains how we process personal data. If this Agreement and the Terms conflict on a matter specific to the sales-representative programme, this Agreement prevails for that matter.
  • Acceptance: You must accept the current version of this Agreement in the Portal before using the Portal or referring suppliers.
  • Contact: support@amya.africa for programme and Portal support; privacy@amya.africa for personal-data matters.

2. Definitions

  • "Commission Rate" means the commission percentage applicable to you at the time a Subscription Payment is completed, as displayed in your Portal dashboard under Section 5.2.
  • "Ledger" means the immutable, append-only accounting record of your accrued commissions, reversals, adjustments and withdrawals maintained by Amya in the Portal.
  • "Payout Method" means a bank account, mobile-money account, PayPal account or Wise account registered in your own name in the Portal and verified by Amya finance under Section 7.
  • "Referral Code" means the unique alphanumeric code assigned to you by Amya (in the format XX-XXXXXX) together with any referral URL or QR code carrying that code.
  • "Referred Supplier" means a supplier organization validly attributed to you at the moment of its creation in accordance with Section 4.
  • "Subscription Payment" means the net amount (after promotional discounts and excluding any VAT, sales tax or indirect tax) of a payment by a Referred Supplier to Amya for a paid supplier plan period under the Billing Terms that is recorded by Amya as successfully completed (via Stripe or finance-approved bank transfer).

3. Appointment and independent contractor status

3.1 Non-exclusive referral appointment

Amya appoints you on a strictly non-exclusive basis to introduce prospective supplier organizations (manufacturers, exporters and commercial suppliers) to the Amya marketplace. You are granted no exclusive territory, industry sector or customer list, and Amya remains free at all times to appoint other representatives and onboard suppliers directly. Participation in the programme is by Amya's invitation only.

3.2 Independent contractor — not an employee or worker

You act at all times as an independent business contractor. Nothing in this Agreement creates an employment relationship, worker status, partnership, joint venture or franchise between you and Amya. You control your own schedule, methods and outreach activities, supply your own equipment, and bear all of your own business costs, travel, telecommunications and marketing expenses. You have no entitlement to salary, minimum wage, holiday pay, sick pay, pension or employee benefits from Amya.

3.3 Mere introducer — no authority to negotiate or bind Amya

You act strictly as an introducer of prospective subscribers to Amya's software platform and not as a commercial agent for the sale of goods or a contracting agent of Amya. You have no authority to negotiate or modify plan prices or terms, make any binding offer, discount, refund, warranty or representation on Amya's behalf, collect or handle money for Amya, or execute any agreement in Amya's name. Supplier organizations contract directly with Amya solely through the online platform by accepting the Terms, the Supplier Agreement and the Billing Terms at Amya's published prices.

3.4 Portal account statuses

Your Portal account operates under one of the following statuses administered by Amya staff:

| Status | Operational effect | | :--- | :--- | | Invited | You have been invited by Amya; you may view your invitation and accept this Agreement, but cannot yet accrue commissions or request withdrawals. | | Active | You may introduce suppliers using your Referral Code, earn commissions on completed Subscription Payments, register Payout Methods and request withdrawals of available balances. | | Dormant | Existing and new Referral Code attributions and commission accruals continue and remain visible in your Ledger, but withdrawal requests are paused until Amya reactivates your account. | | Suspended | Temporary restriction pending review or remediation. No new supplier attributions and no new commissions accrue while Suspended, and Portal actions are disabled unless and until Amya reactivates your account. | | Terminated | Permanent closure of your participation. No new supplier attributions and no new commissions accrue after termination, and self-service Portal access ends (subject to final balance settlement under Section 13.5). |

4. Referral attribution rules

  1. Strict creation-time attribution: A supplier organization is attributed to you if and only if, at the exact moment the organization is first created on Amya, the user creating the organization applies your valid Referral Code (via your referral link, QR code or code entry) and all of the following conditions are satisfied at that moment:
  • the organization is registered as a supplier organization (buyer organizations are never eligible for referral attribution);
  • your Representative status is Active or Dormant; and
  • you are not the individual creating or owning the supplier organization.
  1. Permanent and non-retroactive: Attribution is recorded once at organization creation and cannot be added, transferred or altered retroactively. If a supplier registers without using your Referral Code at creation, no attribution or commission is granted even if you previously communicated with that supplier.
  2. Single representative rule: Each supplier organization can be attributed to at most one Representative.
  3. Portal visibility: For each Referred Supplier, the Portal displays its public name, country, status, attribution timestamp and the commission accrued or reversed in respect of its Subscription Payments.

5. Commission calculation and Ledger

5.1 When commission accrues

You earn a commission entry on each completed Subscription Payment made by a Referred Supplier while that organization remains attributed to you, provided your Representative status is Active or Dormant at the exact moment the Subscription Payment is recorded as completed.

No commission accrues on:

  • free trials, free basic supplier plans or complimentary plan periods granted without charge;
  • payments for non-plan add-ons (such as promoted placements or standalone AI-credit top-ups);
  • any payment completed while your status is Invited, Suspended or Terminated; or
  • pending, failed, unapproved or expired payment attempts.

5.2 Commission Rate and rate updates

Your applicable Commission Rate is the percentage rate of the tier assigned to you by Amya (or any individual rate override configured for your account by Amya, which supersedes the standard tier rate), as displayed in your Portal dashboard.

Amya may revise its tier schedule or your applicable Commission Rate for future transactions by giving you at least 14 days' prior electronic notice (or immediate notice where upgrading your tier rate). Rate changes apply strictly prospectively to Subscription Payments completed after the change takes effect; existing entries recorded in your Ledger retain the rate applicable when they were earned.

5.3 Calculation and currency

Each commission equals the net Subscription Payment (after any promotional discount such as the 50% launch offer, and excluding any VAT, sales tax or indirect tax) multiplied by your applicable Commission Rate, rounded down to the nearest minor currency unit (cent or penny). Commissions are recorded and maintained in separate currency balances matching the currency in which the Referred Supplier paid (USD, GBP or EUR).

5.4 Manual adjustments and discretionary bonuses

Amya may record itemized entries in your Ledger to correct accounting errors, reflect partial customer refunds, chargebacks or payment disputes, or award discretionary promotional bonuses. Every adjustment or bonus is logged as a separate append-only Ledger entry stating its reason.

5.5 Immutable Ledger and 30-day query window

Your Ledger is append-only: historical entries are never overwritten, and any reversal or adjustment is recorded as a new offsetting entry. If you believe any Ledger entry is inaccurate or incomplete, you must notify support@amya.africa in writing within 30 days of the entry appearing in the Portal, failing which the entry shall be deemed final and accepted.

6. 45-day holding period and clawback reversals

  • 45-day holding period: Every newly accrued commission entry is placed in "holding" status for 45 calendar days from the date the underlying Subscription Payment was completed. Held commissions cannot be withdrawn. Upon expiry of the 45-day holding period (provided the underlying Subscription Payment has not been refunded or disputed), the entry transitions automatically to your "available" balance.
  • Automatic clawback on full refund: If Amya issues a full refund of a Subscription Payment to a Referred Supplier under the Billing Terms, the commission accrued on that payment is automatically reversed in full by an equal negative Ledger entry ("clawback"):
  • if the commission is still in its 45-day holding period, the reversal nets against your holding balance without reducing your available balance;
  • if the commission had already transitioned to available (or been withdrawn), the reversal is deducted from your available balance in that currency, which may result in a negative available balance.
  • Treatment of negative balances: A negative available balance in a currency is automatically offset against future commissions that become available in that currency. Amya will not demand out-of-pocket cash repayment of a negative balance caused solely by an ordinary customer refund, except where the negative balance arises from your breach of this Agreement, fraud, collusion with a supplier or attribution manipulation, in which case you must repay the negative balance to Amya within 14 days of written demand.
  • No clawback on ordinary non-renewal: Commission validly earned on a completed Subscription Payment is not reversed merely because a Referred Supplier subsequently chooses not to renew future periods or closes its organization without a refund.

7. Payout Methods and verification

  • Supported Payout Methods: You may register Payout Methods via bank transfer (account holder name, bank name, IBAN/account number and SWIFT/BIC), mobile money (operator, international mobile number and registered holder name), PayPal or Wise.
  • Beneficiary matching: Every Payout Method must be held in your own legal name (or the registered legal name of your contracting business entity). Third-party or anonymous payout accounts are strictly prohibited.
  • Finance verification: Withdrawals may be paid only to a Payout Method reviewed and marked verified by Amya's finance team. Amya may reject or revoke verification of any Payout Method that fails identity matching, sanctions screening or payment-provider validation.
  • Encryption at rest: Payout credentials are encrypted at rest by Amya, cryptographically bound to your Representative account, masked in the Portal interface, and decrypted solely by authorized Amya finance personnel when executing payouts (with every decryption logged in our security audit trail).

8. Withdrawals and payout execution

  1. Requesting a withdrawal: While your account status is Active, you may request a withdrawal of all or part of your positive available balance in a currency to a verified Payout Method. The requested sum is deducted immediately from your available balance while pending review. You may cancel a pending withdrawal request at any time before Amya finance acts on it, restoring the sum to your available balance.
  2. Finance review and payment: Amya finance reviews withdrawal requests and aims to remit approved payouts within 14 business days of approval, recording the payment reference in your Ledger. If a request is rejected (for example due to invalid bank routing details, a subsequent refund clawback reducing your balance, or a compliance check), the rejection reason is recorded and the unremitted sum (less any intervening clawback) is returned to your available balance.
  3. Transfer charges and FX costs: Amya initiates payouts in the currency of the withdrawn balance (USD, GBP or EUR). Any receiving bank charges, intermediary SWIFT wire fees, mobile-money cash-out fees, PayPal/Wise recipient fees, or currency-conversion spreads applied by your payment provider or bank are borne solely by you (and deducted by the payment rail or receiving institution where applicable).
  4. Sanctions, AML and compliance holds: Amya may delay, suspend or refuse any withdrawal—or require additional identity or tax verification—where reasonably necessary to comply with UK, EU, UN or US sanctions, anti-money-laundering (AML) regulations, anti-fraud screening or payment-partner rules, without liability for resulting delay.
  5. Sole remuneration: Commissions paid under this Agreement constitute your sole and complete compensation. You must never solicit or accept any fee, kickback or commission directly from any supplier or buyer in connection with their registration, verification or use of Amya.

9. Taxes and commission inclusive of VAT/GST

  • Your tax responsibility: As an independent contractor, you are solely responsible for declaring and paying all income tax, corporate tax, national insurance, social-security contributions and local levies on commissions you receive, in accordance with the laws of your country of tax residence.
  • Commissions inclusive of any indirect tax: All commission amounts calculated under Section 5 are inclusive of any Value Added Tax (VAT), Goods and Services Tax (GST), sales tax or similar indirect tax that you may be registered or required to charge in any jurisdiction. Amya shall under no circumstances be liable to pay any additional tax amount on top of the calculated commission.
  • Statutory withholding: If Amya is required by mandatory law to deduct or withhold any tax from a payout to you, Amya will deduct and remit that tax to the competent tax authority, and payment to you of the net balance shall constitute full discharge of Amya's payout obligation.
  • Settlement records: Your Portal Ledger statements and payout confirmations serve as the formal commission settlement statements between Amya and you; you agree to provide any tax residency declaration or receipt reasonably required for Amya's statutory accounting records.

10. Representative conduct and compliance rules

When promoting Amya or interacting with prospective suppliers, you must at all times:

  1. Be truthful and accurate: Describe Amya accurately as an intermediary B2B marketplace where buyers and suppliers contract directly off-platform. Always direct suppliers to the official Amya plans page and Billing Terms for current plans, pricing, the 14-day free trial and any launch offer. Never quote unauthorized prices, promise guaranteed sales, buyer leads or search rankings, or alter Amya's standard terms.
  2. Never misrepresent verification or moderation: Never state or imply that using your Referral Code or paying you can secure, expedite or guarantee organization verification, badge approval, listing approval or favourable moderation treatment.
  3. Never collect money or sensitive credentials: Never request or accept cash, bank transfers, deposits or plan fees from any supplier on Amya's behalf, and never ask a supplier for their account password, payment-card details or identity documents (all payments and verification uploads must be submitted by the supplier directly inside the official Amya platform).
  4. Never manipulate referrals or rebates: Never register fictitious, duplicate or self-controlled supplier accounts; never share, rebate or refund any portion of your commission to a supplier to induce a plan purchase; and never use deceptive redirects, cookie-stuffing, brand-bidding on "Amya" search keywords, or another representative's Referral Code.
  5. Comply strictly with anti-bribery laws: Comply with the UK Bribery Act 2010 and all applicable anti-corruption laws. Never offer, promise, give, solicit or accept any bribe, kickback, facilitation payment or improper advantage to or from any public official or private business representative, and report any suspicious solicitation immediately to support@amya.africa.
  6. Comply with sanctions, privacy and anti-spam laws: Never solicit entities or individuals subject to UK, EU, UN or US sanctions or located in embargoed territories. Conduct all outreach in compliance with applicable data-protection and electronic-marketing laws (never send bulk unsolicited spam).
  7. Protect Amya's brand: Use only official marketing materials approved by Amya; never register company names, domain names, social-media handles or email addresses incorporating "Amya"; and always identify yourself clearly as an independent referral representative, never as an employee, director or corporate agent of Amya.

11. Confidentiality

You must keep strictly confidential—and use solely to perform your referral activities under this Agreement—all non-public information disclosed to you by Amya or accessed via the Portal, including information regarding Referred Suppliers, commission structures, unreleased platform features and business operations. This obligation does not apply to information that is publicly available without your breach or required to be disclosed by law (provided you give Amya prompt prior notice where lawful), and continues for three (3) years after termination of this Agreement (and indefinitely with respect to personal data and trade secrets).

12. Data protection

  • Your personal data: Amya processes your personal data (including identity details, referral metrics, Ledger entries and encrypted Payout Method details) as an independent controller in accordance with our Privacy Notice, retaining financial and payout records for 6 years after the end of the relevant financial year (ending 30 September).
  • Your independent outreach: Where you use your own business contact networks to approach prospective suppliers prior to their registration on Amya, you act as an independent data controller and bear sole responsibility for complying with applicable data-protection and marketing laws.
  • Portal data restrictions: Referred Supplier details visible in the Portal may be used solely to track your participation and support those suppliers' onboarding on Amya; you must never export, sell, share or repurpose that data for third-party or competing services, and must notify privacy@amya.africa immediately if your Portal credentials are compromised.

13. Suspension, termination and final settlement

  1. Termination by you: You may terminate this Agreement at any time by giving 14 days' written notice to support@amya.africa.
  2. Termination by Amya on notice: Amya may terminate this Agreement for convenience at any time by giving you 30 days' electronic notice.
  3. Immediate suspension or termination for cause: Amya may suspend or terminate your status and Portal access with immediate effect, providing a written statement of reasons, if you materially or repeatedly breach this Agreement (including Section 10), if Amya reasonably suspects fraud, bribery, sanctions violations, self-referral or attribution manipulation, or where required by law.
  4. Cessation of future accruals: Immediately upon your status becoming Suspended or Terminated, your Referral Code ceases to attribute new suppliers and no further commission accrues on any subsequent Subscription Payments (including renewals by previously Referred Suppliers).
  5. Final settlement of existing balances:
  • On termination without cause (under Section 13.1 or 13.2): Validly accrued commissions in your Ledger at the effective date of termination remain subject to the standard 45-day holding period and refund clawback rules under Section 6. Once all holding periods have expired, you may contact support@amya.africa to request assisted final settlement of your remaining positive net available balance to your verified Payout Method.
  • On termination for cause (under Section 13.3): Any commission accrued in connection with a breach of this Agreement, fraudulent or manipulated referrals, or prohibited conduct is invalid and forfeited immediately, and Amya may withhold and set off any remaining Ledger balance against losses, refunds, chargebacks, regulatory fines or legal costs resulting from your breach.
  1. Post-termination obligations: Upon termination, you must immediately cease promoting Amya or using your Referral Code and delete all confidential materials. Sections 6, 9, 11, 12, 13.4–13.6, 14 and 15 survive termination.

14. Limitation of liability and indemnity

  • Non-excludable liabilities: Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded under English law.
  • Exclusion of consequential and commercial losses: Subject to the preceding paragraph, AMYA AFRICA LTD shall not be liable to you (whether in contract, tort including negligence, or otherwise) for any loss of expected commissions, loss of profits, revenue, business or goodwill, or any indirect, special or consequential loss.
  • Aggregate liability cap: Subject to the preceding paragraphs (and without limiting Amya's obligation to remit undisputed net available commissions validly due under Section 8 and Section 13.5), AMYA AFRICA LTD's total aggregate liability to you for all claims arising out of or in connection with this Agreement in any twelve-month period shall not exceed the greater of: (a) 100% of the total commission actually paid out to you by Amya in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) £100 GBP in the aggregate.
  • Representative indemnity: You shall indemnify and hold harmless AMYA AFRICA LTD, its directors, officers and employees from and against all third-party claims, regulatory fines, tax assessments (relating to your independent-contractor tax obligations), losses and reasonable legal costs arising out of your breach of Section 9, 10, 11 or 12, or any unauthorized representation or promise made by you to any supplier or third party.

15. Changes, general terms and governing law

  • Updates: Amya may update this Agreement on at least 15 days' advance electronic notice in accordance with Section 13 of the Terms (and Section 5.2 for Commission Rate updates). If you do not wish to accept an updated Agreement, you may terminate under Section 13.1 and receive final settlement of any existing valid balance under Section 13.5.
  • No assignment or subcontracting: You may not assign, transfer or subcontract your rights or activities under this Agreement (or share your Portal account) without Amya's prior written consent.
  • General provisions, language and governing law: Section 14 of the Terms (entire agreement and non-reliance, exclusion of the Contracts (Rights of Third Parties) Act 1999, force majeure, severability and waiver) applies to this Agreement. The English version prevails over any translation. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales located in London.

16. Contact details

AMYA AFRICA LTD (Company No. 17469906) Registered office: 128 City Road, London, EC1V 2NX, United Kingdom

  • Programme, Portal, notices and assisted settlement: support@amya.africa
  • Privacy and personal-data matters: privacy@amya.africa