Legal agreement

Scholaris Ambassador Program Agreement

ScholarisHQ Ltd

Version 1.0

Agreement contents
  1. 1Definitions
  2. 2Eligibility & Enrollment
  3. 3Ambassador Responsibilities
  4. 4Referral Process
  5. 5Reward Structure
  6. 6Payment Terms
  7. 7Brand, Marketing & Conduct Guidelines
  8. 8Independent Agent Relationship
  9. 9Confidentiality
  10. 10Intellectual Property
  11. 11Data Protection & Privacy
  12. 12Term, Suspension & Termination
  13. 13Prohibited Conduct & Anti-Fraud
  14. 14Disclaimers & Limitation of Liability
  15. 15Indemnification
  16. 16General Provisions

This Ambassador Agreement ("Agreement") is entered into between ScholarisHQ Ltd, a company duly registered under the laws of the Federal Republic of Nigeria with its principal place of business in Ilorin, Kwara State ("Scholaris", "Company", "we", "us"), and the individual named on the signature page below ("Ambassador", "you").

By signing this Agreement, the Ambassador agrees to join the Scholaris Ambassador Program ("Program") and to be bound by the terms set out below.

1Definitions

1.1 "Referral" means a school introduced by the Ambassador to Scholaris that was not already an existing Scholaris customer or in active conversation with the Scholaris team at the time of introduction.

1.2 "Successful Referral" means a Referral where the referred school registers for a paid Scholaris subscription and completes payment for its subscribed billing period, whether that is a single term, multiple terms, or a full academic session, and that payment has not been refunded or reversed. A Referral may be a school the Ambassador already has a relationship with, for example as a teacher, staff member, or parent, subject to the restriction on owner self-referral in Section 13.1.

1.3 "Reward Period" means one complete academic session, used to calculate the Ambassador's cumulative Successful Referrals for the purposes of Section 5. A new Reward Period begins at the start of each academic session.

1.4 "Program Materials" means logos, images, copy, links, and other assets provided or approved by Scholaris for the Ambassador's use in promoting Scholaris.

2Eligibility & Enrollment

2.1 The Program is open to members of the general public aged 18 and above. No prior relationship with Scholaris or any school is required, and Ambassadors are welcome to refer schools they already know or work with, including as a teacher, staff member, or parent, subject to Section 13.1.

2.2 Enrollment is completed by signing this Agreement and receiving a unique Ambassador referral code or link from Scholaris.

2.3 Scholaris reserves the right to accept or decline any application to the Program at its sole discretion.

2.4 Ambassadors act as independent agents of Scholaris for referral purposes only. They are not employees or legal representatives of Scholaris. See Section 8.

3Ambassador Responsibilities

3.1 Introduce schools to Scholaris using your unique referral code or link.

3.2 Represent Scholaris honestly and accurately, using only current pricing, features, and claims published by Scholaris or provided in Program Materials.

3.3 Do not make promises, guarantees, or commitments on behalf of Scholaris, including about pricing, discounts, timelines, or features that have not been officially confirmed.

3.4 Respect the schools you introduce. Do not use pressure, spam, or misleading tactics to secure a referral.

3.5 Comply with all applicable laws, including data protection and anti-spam regulations, when reaching out to prospective schools.

4Referral Process

4.1 Every Referral must be submitted through the official Scholaris referral tracking method (link, code, or form) provided to the Ambassador.

4.2 Scholaris will confirm receipt of a Referral and notify the Ambassador when it converts into a Successful Referral.

4.3 Where more than one Ambassador submits a Referral for the same school, the Ambassador whose Referral is first recorded in the Scholaris system will be credited.

4.4 Scholaris's referral tracking records are the sole and final basis for determining whether a Referral qualifies as a Successful Referral.

5Reward Structure

5.1 For every Successful Referral (see Section 1.2), the Ambassador earns a cash reward equal to twenty percent (20%) of the per-student subscription fee actually paid, multiplied by the number of paying students enrolled at the referred school, for whichever billing period the school subscribed to and paid for, whether that is a single term, multiple terms, or a full session.

5.2 Ambassadors who achieve more than four (4) Successful Referrals within a single Reward Period additionally receive customised Scholaris-branded merchandise, such as a shirt, pen, face cap, or similar item, on top of the cash reward earned under Section 5.1. See the summary below.

1–4 schools

20% of the per-student subscription fee, for every paying student at each referred school.

5 schools or more

Same 20% per-student cash reward, plus customised Scholaris merchandise (shirt, pen, face cap, or similar branded items).

5.3 The count of Successful Referrals resets at the start of each new Reward Period; the merchandise threshold in Section 5.2 is assessed separately for each Reward Period.

5.4 Scholaris may introduce limited-time bonus incentives (for example, seasonal or campaign-specific bonuses), communicated separately and governed by this Agreement unless stated otherwise.

6Payment Terms

6.1 Cash rewards are paid via bank transfer to the account details provided by the Ambassador.

6.2 Payment is made within seven (7) days of a Referral becoming a Successful Referral, subject to Scholaris's standard verification checks. Payouts are processed only on weekends (Saturday and/or Sunday) as part of Scholaris's scheduled disbursement run.

6.3 The Ambassador is solely responsible for any personal income tax obligations arising from rewards received under this Program.

6.4 No interest, penalty, or additional charge accrues on any payment under this Agreement, whether early or delayed. Scholaris will communicate promptly if a payment is delayed and settle it as soon as reasonably possible.

6.5 Perks (merchandise, certificates, event invitations, and similar non-cash rewards) are fulfilled on a best-efforts basis and may vary based on availability.

6.6 If a school's payment for its subscribed billing period underlying a Successful Referral is later refunded or reversed, that Referral no longer qualifies as a Successful Referral, and Scholaris may deduct the related reward from a future payout or request its repayment.

7Brand, Marketing & Conduct Guidelines

7.1 Ambassadors may only use Program Materials supplied or approved by Scholaris. Do not alter the Scholaris logo, name, or brand assets.

7.2 Original content created to promote Scholaris (posts, videos, flyers) must be approved by Scholaris before wide distribution if it makes specific claims about pricing, features, or results.

7.3 Ambassadors must not engage in conduct that could damage the reputation of Scholaris, including making false, misleading, or disparaging statements about Scholaris, its competitors, or any school.

7.4 Scholaris may request the removal of any material that misrepresents the Company or breaches this Agreement.

8Independent Agent Relationship

8.1 The Ambassador participates in the Program as an independent agent of Scholaris, for the limited purpose of referring schools to the Program. The Ambassador is not an employee, partner, joint venturer, or legal representative of Scholaris.

8.2 As an agent for referral purposes only, the Ambassador has no authority to bind Scholaris to any contract, obligation, or representation beyond making introductions under this Agreement.

8.3 The Ambassador is responsible for their own equipment, time, and expenses incurred in the course of Program activities, unless otherwise agreed in writing.

9Confidentiality

9.1 Any non-public information shared with the Ambassador by Scholaris, including pricing strategy, unreleased features, or internal materials, must be kept confidential and used only for Program purposes.

9.2 This obligation survives termination of this Agreement.

10Intellectual Property

10.1 All Scholaris trademarks, logos, copy, and Program Materials remain the sole property of ScholarisHQ Ltd.

10.2 Participation in the Program grants the Ambassador a limited, non-exclusive, non-transferable license to use Program Materials solely for promoting Scholaris under this Agreement.

10.3 This license ends immediately upon termination of this Agreement.

11Data Protection & Privacy

11.1 The Ambassador will collect and share only the minimum information necessary to process a Referral (for example, school name and contact person).

11.2 The Ambassador must have a lawful basis for sharing any personal information of a prospective referral with Scholaris and must not misuse contact information obtained through the Program.

11.3 Scholaris will handle all personal data received in connection with the Program in accordance with its Privacy Policy.

12Term, Suspension & Termination

12.1 This Agreement begins on the Effective Date and continues until terminated by either party.

12.2 The Ambassador may withdraw from the Program at any time by written notice to Scholaris.

12.3 Scholaris may suspend or terminate an Ambassador's participation immediately, with notice, if the Ambassador breaches this Agreement, including the conduct or anti-fraud provisions in Sections 7 and 13.

12.4 Successful Referrals confirmed before the termination date remain payable in accordance with Section 6, unless termination is for fraud or misrepresentation, in which case Scholaris may withhold or reclaim the related reward.

13Prohibited Conduct & Anti-Fraud

13.1 A school's owner or proprietor may not refer that same school for reward purposes. Teachers and other staff members of a school are permitted to refer their own school and remain eligible for the reward on doing so. Ambassadors must not otherwise attempt to self-refer, for example by referring a school in which they hold a controlling or ownership interest, other than as permitted here.

13.2 Ambassadors must not submit fabricated, duplicate, or misrepresented Referrals.

13.3 Ambassadors must not impersonate Scholaris staff or claim an official role they do not hold.

13.4 Any violation of this Section may result in immediate termination and forfeiture of unpaid rewards connected to the violation.

14Disclaimers & Limitation of Liability

14.1 The Program is offered on an as-is basis. Scholaris does not guarantee any specific volume of Referrals, conversions, or earnings.

14.2 To the fullest extent permitted by law, Scholaris's total liability to the Ambassador under this Agreement is limited to the value of rewards actually earned and unpaid at the time a claim arises.

14.3 Scholaris is not liable for indirect, incidental, or consequential losses arising from participation in the Program.

15Indemnification

15.1 The Ambassador agrees to indemnify and hold Scholaris harmless from claims, damages, or losses arising from the Ambassador's breach of this Agreement or misconduct in promoting Scholaris.

16General Provisions

16.1 Entire Agreement: This Agreement is the entire understanding between the parties regarding the Program and supersedes prior discussions.

16.2 Amendment: Scholaris may update these terms from time to time. Continued participation after notice of changes constitutes acceptance.

16.3 Assignment: The Ambassador may not assign this Agreement or their referral code to another person.

16.4 Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.

16.5 Governing Law: This Agreement is governed by the laws of the Federal Republic of Nigeria.

16.6 Language: This Agreement is executed in English. Where this Agreement is translated into any other language, the English version shall prevail in the event of any conflict or ambiguity in interpretation.