Timivra Referral Partner Agreement

Timivra Referrals

Timivra Referral Partner Agreement

Questions? Email info@timivra.com.

TIMIVRA

TIMIVRA REFERRAL PARTNER AGREEMENT

Terms, Conditions, and Partner Responsibilities

This Agreement is made between:

Fatiha One Limited, trading as Timivra, a company registered in Nigeria ("Timivra"); and

The individual named on the signature page in Section 19 ("Partner").

together the "Parties".

By signing this Agreement, the Partner agrees to participate in the Timivra Referral Programme on the terms set out below.

1. Introduction and Agreement Overview

1.1 Purpose of this Agreement

This Referral Partner Agreement ("Agreement") sets out the terms and conditions under which the individual named on the signature page ("Partner") participates in the Timivra Referral Programme ("Programme") operated by Fatiha One Limited, trading as Timivra ("Timivra", "the Company", "we", "us", or "our").

1.2 Parties to the Agreement

This Agreement is entered into between Timivra and the Partner. It applies from the date the Partner's application is approved (the "Effective Date") until terminated in accordance with Section 15.

1.3 Relationship between Timivra and the Partner

The Partner participates in the Programme as an independent referral partner. Nothing in this Agreement creates a relationship of employment, agency, partnership, or joint venture between Timivra and the Partner.

1.4 Acceptance of the Agreement

By submitting a partner application, activating a partner account, or using a Referral Code, the Partner agrees to be bound by this Agreement, the Timivra Referral Partner Guide, and any policies referenced in either document.

1.5 Definitions

"Referral Code" means the unique code and/or shareable link issued to the Partner for use in the Programme.

"Qualifying Referral" means a new, eligible customer who completes a paid subscription to Basic or Pro through the Partner's Referral Code or an approved attribution method, meeting the conditions in Section 4.

"Reward Points" means the points credited to a Partner's account for Qualifying Referrals, as set out in Section 5.

"Hold Period" means the 14-day period described in Section 5.9, during which Reward Points remain pending before becoming available.

"Payout Threshold" means the minimum balance of 100 Reward Points required before a cashout may be requested.

"Partner Guide" means the Timivra Referral Partner Guide, as updated from time to time, which this Agreement incorporates by reference.

2. Eligibility and Partner Registration

2.1 Eligibility requirements

Applicants must be capable of entering into a binding agreement under applicable law. Timivra may set and update further eligibility criteria (such as a minimum age) from time to time.

2.2 Application and approval

Applications are submitted through Timivra's referrals page and reviewed by Timivra. Trusted applicants may be auto-approved; others are reviewed manually, typically via info@timivra.com.

2.2A International partners

International partners may be approved before codes/payouts go live. Timivra issues codes when the programme is ready. Payout rules may differ by region.

2.3 Accuracy of information provided

The Partner must provide accurate, current, and complete information when applying and must promptly update it if it changes.

2.4 Partner account registration

Approval results in a partner account accessible using the email and password created during application. A Referral Code may be issued at approval or later, at Timivra's discretion (including for international partners).

2.5 One account and one personal referral code

Each Partner may hold only one partner account and one personal Referral Code at any time once a code has been issued.

2.6 Timivra's right to approve or reject applications

Timivra may approve, reject, delay, or request further information for any application, at its reasonable discretion, and is not obliged to give reasons for a decision.

3. Appointment and Scope of the Partnership

3.1 Appointment as an independent referral partner

Timivra appoints the Partner, and the Partner accepts appointment, as a non-exclusive, independent referral partner for the Programme.

3.2 Scope of the Partner's role

The Partner's role is limited to introducing prospective customers to Timivra using the approved methods described in this Agreement and the Partner Guide.

3.3 No employment relationship

This Agreement does not create an employment relationship. The Partner is solely responsible for any tax, social security, or other statutory obligations arising from rewards received under the Programme.

3.4 No agency or authority to represent Timivra

The Partner has no authority to act as an agent of Timivra, to bind Timivra to any obligation, or to hold themselves out as having such authority.

3.5 No authority to make commitments on behalf of Timivra

The Partner must not make representations, guarantees, or commitments on Timivra's behalf beyond what Timivra has officially published.

3.6 Restrictions on appointing sub-partners or representatives

The Partner may not appoint sub-partners, representatives, or delegates to operate their referral account or Referral Code without Timivra's prior written permission.

4. Referral Programme Rules

4.1 Approved referral methods

Approved methods include sharing the Partner's Referral Code, referral link, approved WhatsApp template, and any promotional materials approved under Section 8.

4.2 Referral attribution

A referral is attributed to the Partner when a prospective customer enters the Partner's Referral Code at checkout, or completes the referral-claim process using the relevant payment reference, as described in the Partner Guide.

4.3 Definition of a qualifying referral

A referral qualifies only where it is a genuine new paid subscription to Basic or Pro, correctly attributed to the Partner, and not fraudulent, duplicated, refunded, or otherwise invalid.

4.4 Ineligible referrals

Free account creation, trial usage, website visits, application downloads, and demo views do not, by themselves, constitute a Qualifying Referral.

4.5 Self-referrals and duplicate accounts

Self-referrals and the use of duplicate accounts to generate additional rewards are prohibited. Any Reward Points arising from such activity may be cancelled under Section 12.

4.6 Referral code and link usage

The Partner must use only their own Referral Code and must not alter, disguise, or misrepresent it, and must not use another partner's code or link.

4.7 Referral disputes

Disputes concerning referral attribution or missing rewards are handled in accordance with Section 14.

4.8 Referral verification

Timivra may verify any referral, including during the Hold Period, before crediting or releasing Reward Points.

4.9 Referral tracking limitations

Timivra does not guarantee that every referral will be tracked or attributed automatically. The Partner is responsible for ensuring the correct Referral Code or link is used and for reporting any discrepancy promptly.

4.10 Prohibition of referral manipulation

The Partner must not manipulate referral links, codes, checkout references, or account information, or use technical methods to bypass tracking or attribution rules, in order to obtain Reward Points not legitimately earned.

5. Rewards and Commission Structure

5.1 Referral points

Reward Points are credited according to the reward structure published by Timivra from time to time, currently as set out below and in the Partner Guide.

5.2 Basic and Pro rewards

A Qualifying Referral earns Reward Points based on the paid plan type: 10 Reward Points for a paid Basic monthly signup, 25 Reward Points for a paid Pro monthly signup, 12 Reward Points for a paid Pro biweekly signup, or 5 Reward Points for a paid Pro 7-day once signup.

5.3 Active-month and renewal rewards

Each eligible active subscription month earns 3 Reward Points (Basic monthly) or 8 Reward Points (Pro monthly). Each successful Pro biweekly renewal earns 4 Reward Points. Pro 7-day once does not earn active-month or renewal Reward Points.

5.4 Retention bonuses

An eligible 3-month retention bonus earns +10 Reward Points (Basic monthly) or +25 Reward Points (Pro monthly). An eligible 6-month retention bonus earns +20 Reward Points (Basic monthly) or +50 Reward Points (Pro monthly). Retention bonuses do not apply to Pro biweekly or Pro 7-day once referrals.

5.5 Treatment of yearly subscriptions

The reward treatment for yearly subscriptions will be determined and published by Timivra. Until such publication, the Partner should not assume that yearly subscriptions attract the same reward structure as monthly subscriptions.

5.6 Subscription upgrades and downgrades

Upgrades and downgrades are reviewed individually against the reward structure in force at the relevant time. No specific reward outcome is guaranteed for an upgrade or downgrade.

5.7 Cancellations and reactivations

If a referred customer cancels their subscription, the Partner's related monthly rewards pause. Eligibility of a reactivated subscription for further rewards is determined by Timivra's rules in force at the time of reactivation.

5.8 Reward eligibility

Rewards are payable only for Qualifying Referrals that remain valid, paid, and unreversed at the time of payout.

5.9 Reward hold periods

Every Qualifying Referral is subject to a mandatory 14-day review period (the Hold Period) beginning on the date of successful billing. During the Hold Period, Timivra checks that the referral is genuine, that the referred customer has not previously registered or subscribed through another referral, that the Partner followed the Programme rules, and that there is no evidence of fraud, self-referral, duplicate referral, manipulation, refund, or chargeback. Reward Points connected to a referral under review cannot be cashed out during the Hold Period. At the end of the 14 days, Timivra will either approve the referral, if it is valid, making the related Reward Points available for cashout, or reject or cancel the reward, if there is evidence of fraud, duplication, ineligibility, or another violation of this Agreement. Once an approved reward becomes available, payment of an eligible cashout request will be processed within 24 to 48 hours, in accordance with Section 6.

5.10 Reward adjustments and reversals

Timivra may adjust, reverse, or cancel Reward Points connected to refunds, chargebacks, payment reversals, fraud, or breach of this Agreement.

5.11 No guarantee of earnings

Participation in the Programme does not guarantee any level of earnings. Rewards depend entirely on successful, eligible, paid referrals.

6. Payments and Cashouts

6.1 Minimum cashout threshold

A Partner may request a cashout once their available balance reaches the Payout Threshold of 100 Reward Points (₦5,000 or $5).

6.2 Available and pending points

"Available" points have cleared the Hold Period and any applicable verification and are eligible for cashout. "Pending" points are still within the Hold Period or under review.

6.3 Cashout requests

Cashout requests are submitted through the partner dashboard once the Payout Threshold is met.

6.4 Payment processing

Approved payouts are processed within 24 to 48 hours via Paystack Transfer or another method designated by Timivra.

6.5 Bank and payment information

The Partner is solely responsible for providing accurate and current bank or payment details. Timivra is not liable for payments sent to incorrect details supplied by the Partner.

6.6 Currency and exchange-rate considerations

Reward Point values are the same worldwide. The payout currency follows the Partner's cashout choice, and any currency conversion is approximate rather than guaranteed.

6.7 Payment-processing charges

Any payment-processing or currency-conversion charges may be deducted from the payout amount.

6.8 Failed or delayed payments

Timivra will make reasonable efforts to resolve failed or delayed payouts but is not liable for delays caused by third-party payment providers or incorrect information supplied by the Partner.

6.9 Refunds and chargebacks

Where a referred transaction is refunded or charged back, Timivra may reverse the related Reward Points, including from an already-available balance.

6.10 Recovery of incorrectly paid rewards

Timivra may recover any amount paid to a Partner in error, or as a result of invalid or fraudulent activity, including by offsetting the amount against future rewards.

7. Marketing and Promotional Conduct

7.1 Approved marketing activities

The Partner may share their Referral Code and link, use approved promotional materials and demos, and describe their genuine personal experience using Timivra.

7.2 Honest and accurate advertising

All promotional claims about Timivra must be accurate and must not exaggerate or misrepresent its features, prices, or the Programme's rewards.

7.3 No misleading claims

The Partner must not make false or misleading statements about Timivra, its features, prices, or the referral reward system.

7.4 No guaranteed academic or financial outcomes

The Partner must not promise or guarantee academic results, income, scholarships, or other benefits that Timivra does not officially provide.

7.5 No spam or unsolicited communication

The Partner must not send excessive, unsolicited, or spam promotional messages, and must honour any request to stop receiving them.

7.6 No impersonation

The Partner must not present themselves as a Timivra employee, official representative, or support agent, and must identify themselves as an independent referral partner.

7.7 No unauthorised discounts or promises

The Partner must not offer discounts, prices, refunds, or additional rewards that Timivra has not officially approved.

7.8 No unauthorised paid advertising

The Partner must obtain Timivra's written approval before running any paid advertisement using Timivra's name, logo, or brand.

7.9 Disclosure of the partner relationship

The Partner must clearly disclose that they may earn Reward Points when someone subscribes through their Referral Code, and must not present themselves as a neutral or independent reviewer.

7.10 Compliance with advertising rules

The Partner must comply with applicable advertising, consumer-protection, and electronic-communication laws in any jurisdiction where they promote Timivra.

7.11 Marketing in schools and communities

Before promoting Timivra within a school, university, workplace, or organised community, the Partner must confirm whether permission is required and must comply with any applicable rules, consistent with Section 11.5.

7.12 Prohibited promotional conduct

Prohibited conduct includes any activity described in Sections 7.3 to 7.9 above, and any other conduct that misrepresents Timivra or breaches this Agreement.

8. Timivra Branding and Intellectual Property

8.1 Use of the Timivra name and logo

The Partner may use the Timivra name and logo only as provided or expressly approved by Timivra.

8.2 Approved promotional materials

The Partner must use only images, videos, and materials supplied or approved by Timivra for promotional purposes.

8.3 Brand guidelines

The Partner must follow any brand guidelines issued by Timivra from time to time.

8.4 Restrictions on modifying brand assets

The Partner must not alter, distort, or recreate Timivra's logo or other brand assets.

8.5 Unauthorised use of Timivra's identity

The Partner must not create unofficial materials that could be mistaken for approved Timivra content, or otherwise misuse Timivra's brand identity.

8.6 Ownership of Timivra intellectual property

All trademarks, logos, and content belonging to Timivra or Fatiha One Limited remain the exclusive property of Fatiha One Limited.

8.7 Removal of unauthorised materials

Timivra may require the Partner to remove any non-compliant promotional material at any time.

8.8 Use of partner-created content

Content created by the Partner featuring Timivra remains the Partner's own work. Timivra may reuse such content for its own promotional purposes only with the Partner's consent, or as separately agreed in writing.

9. Data Protection, Privacy, and Confidentiality

9.1 Protection of student information

The Partner must not collect personal information from students beyond what is necessary to explain or facilitate a referral.

9.2 Prohibited collection of sensitive information

The Partner must never request or store a student's passwords, payment-card details, PINs, or other sensitive account information.

9.3 Account credentials and payment information

Students should complete all payments and account activity through official Timivra channels; the Partner must not request or hold this information on Timivra's behalf.

9.4 Handling screenshots and testimonials

Any screenshots or testimonials shared publicly by the Partner must have private information removed or appropriately protected.

9.5 Confidential Timivra information

Any non-public information shared by Timivra with the Partner, including unreleased features or internal processes, is confidential.

9.6 Disclosure restrictions

The Partner must not disclose Timivra's confidential information to any third party without Timivra's prior written consent.

9.7 Data security responsibilities

The Partner must take reasonable steps to protect any personal data they come into contact with in connection with the Programme.

9.8 Reporting privacy or security incidents

Any suspected data breach or privacy incident must be reported to info@timivra.com without undue delay.

9.9 Compliance with applicable privacy laws

The Partner must comply with applicable data-protection laws, including the Nigeria Data Protection Act, where relevant to their activities under this Agreement.

10. Partner Account Security

10.1 Responsibility for login credentials

The Partner is solely responsible for keeping their login credentials confidential and secure.

10.2 Account sharing restrictions

The Partner must not sell, transfer, rent, or share their partner account or Referral Code with any other person.

10.3 Unauthorised access

The Partner must notify Timivra promptly if they suspect their account has been accessed without authorisation.

10.4 Password and account security

The Partner should use a strong, unique password and keep the associated email account secure.

10.5 Reporting compromised accounts

Suspected account compromise should be reported to info@timivra.com as soon as possible.

10.6 Timivra's right to restrict access during investigations

Timivra may temporarily restrict account activity while investigating a suspected security issue.

11. Partner Conduct and Responsibilities

11.1 Professional and respectful conduct

The Partner must act professionally and respectfully when representing Timivra to students, prospective customers, or the public.

11.2 No harassment or pressure tactics

The Partner must not harass, pressure, or otherwise coerce anyone into subscribing to Timivra.

11.3 No false representation of Timivra

The Partner must not misrepresent Timivra, its ownership, its team, or its official position on any matter.

11.4 No conflicts of interest

The Partner must not use a position of trust, authority, or influence to pressure others into subscribing.

11.5 Compliance with institutional rules

The Partner must comply with the rules of any school, university, workplace, or organisation within which they promote Timivra.

11.6 Compliance with applicable laws

The Partner must comply with all applicable laws in connection with their activities under this Agreement.

11.7 Responsibility for partner-generated content

The Partner is solely responsible for any content they create or publish in connection with the Programme.

11.8 Cooperation with verification and investigations

The Partner must cooperate reasonably with any verification request or investigation carried out by Timivra under this Agreement.

12. Fraud Prevention and Investigations

12.1 Fraud prevention measures

Timivra may implement measures to detect and prevent fraudulent or invalid activity in connection with the Programme.

12.2 Suspicious activity

Suspicious activity may include multiple accounts created by the same person, repeated use of the same payment details across accounts, unusual referral patterns, or artificial referral activity.

12.3 Verification procedures

Timivra may request additional information or documentation to verify a referral or a Partner's identity.

12.4 Investigation of referrals

Timivra may investigate any referral that appears unclear, disputed, or suspicious before approving related rewards.

12.5 Temporary restrictions

Timivra may temporarily restrict a partner account while an investigation is ongoing.

12.6 Withholding of rewards

Timivra may withhold Reward Points connected to activity under investigation until the investigation concludes.

12.7 Cancellation of invalid rewards

Timivra may cancel Reward Points found to be connected to fraudulent, invalid, or rule-breaking activity.

12.8 Recovery of incorrectly paid rewards

Timivra may recover rewards already paid where they are later found to relate to fraudulent or invalid activity.

12.9 Partner cooperation requirements

The Partner must cooperate with any reasonable request made by Timivra in connection with a fraud investigation.

13. Partner Tiers and Additional Benefits

13.1 Partner tier structure

The Programme currently recognises three partner tiers: Bronze, Silver, and Gold.

13.2 Tier eligibility

Eligibility criteria for each tier will be determined and published by Timivra. Until published, all approved partners are treated as Bronze tier.

13.3 Tier benefits

The specific benefits associated with Silver and Gold tiers, if any, will be determined and communicated by Timivra.

13.4 Tier reviews

Timivra may review partner tiers periodically based on referral activity, compliance, and other criteria it determines.

13.5 Tier changes or removal

Timivra may adjust or remove a Partner's tier status based on their activity or compliance with this Agreement.

13.6 Conditions for additional benefits

Any additional benefits tied to partner tiers will be subject to conditions communicated by Timivra at the relevant time.

14. Complaints, Disputes, and Resolution

14.1 Reporting a complaint

Complaints should be reported to info@timivra.com with sufficient detail to allow investigation.

14.2 Missing referral disputes

Where a referral does not appear on the Partner's dashboard, the Partner should report it with their partner name, Referral Code, the approximate date, and the relevant payment reference.

14.3 Payment disputes

Disputes concerning a payout should be reported promptly, including any relevant transaction or reference details.

14.4 Reward calculation disputes

Where a Partner believes a reward amount is incorrect, they should raise the matter with supporting detail as soon as reasonably possible.

14.5 Investigation procedures

Timivra will investigate reported disputes using its internal records within a reasonable time.

14.6 Partner response deadlines

The Partner should respond to any reasonable request for further information within 7 days, or the dispute may be resolved based on the information available.

14.7 Internal review process

Timivra's internal review is the first step in resolving any dispute arising under this Agreement.

14.8 Final program decisions

Timivra will make reasonable, good-faith decisions on Programme-related disputes based on its records and this Agreement.

14.9 Applicable dispute-resolution procedures

Nothing in this section prevents either party from pursuing any right or remedy available to them under applicable law.

15. Suspension and Termination

15.1 Suspension of a partner account

Timivra may suspend a partner account while investigating a suspected breach of this Agreement.

15.2 Reasons for suspension

Grounds for suspension include breach of this Agreement, suspected fraud, misuse of Timivra's brand, or generation of suspicious referrals.

15.3 Termination by Timivra

Timivra may terminate this Agreement for a serious breach without notice, or for convenience with reasonable notice to the Partner.

15.4 Voluntary withdrawal by the Partner

The Partner may withdraw from the Programme at any time by written notice to info@timivra.com.

15.5 Immediate termination for serious misconduct

Timivra may terminate this Agreement immediately where the Partner engages in fraud, illegal activity, or conduct that seriously damages Timivra's reputation.

15.6 Treatment of pending rewards

Pending rewards at the time of suspension or termination will be reviewed and may be withheld or cancelled if connected to invalid or fraudulent activity.

15.7 Treatment of approved rewards

Approved rewards not connected to any breach will be paid in accordance with the standard payout procedure in Section 6.

15.8 Continuing obligations after termination

Sections relating to confidentiality, intellectual property, data protection, and liability survive termination of this Agreement.

15.9 Removal of promotional materials

Upon termination, the Partner must stop using their Referral Code and remove any Timivra promotional materials from their channels.

15.10 Returning or deleting confidential information

Upon termination, the Partner must return or delete any confidential Timivra information in their possession.

16. Changes to the Programme and Agreement

16.1 Changes to referral rewards

Timivra may change Reward Point values or the reward structure from time to time.

16.2 Changes to programme rules

Timivra may update the rules of the Programme as set out in the Partner Guide.

16.3 Changes to payment procedures

Timivra may update its payment or cashout procedures, including the Payout Threshold or processing timelines.

16.4 Changes to partner requirements

Timivra may update eligibility or conduct requirements for partners.

16.5 Notice of significant changes

Timivra will give reasonable notice of significant changes through the partner dashboard, email, or other official channels.

16.6 Partner acceptance of updated terms

Continued participation in the Programme after notice of a change constitutes acceptance of the updated terms.

16.7 Right to withdraw from the Programme

If the Partner does not accept an updated term, they may withdraw from the Programme in accordance with Section 15.4.

17. Liability and General Legal Provisions

17.1 Independent partner status

The Partner acts as an independent contractor and not as an employee, agent, or representative of Timivra.

17.2 No guarantee of income

Timivra makes no representation or guarantee regarding the level of income, if any, a Partner may earn under the Programme.

17.3 Responsibility for partner actions

The Partner is solely responsible for their own actions, statements, and content published in connection with the Programme.

17.4 Limitations of responsibility

To the maximum extent permitted by law, Timivra's total liability to the Partner under this Agreement is limited to any unpaid, approved Reward Points due to the Partner.

17.5 Indemnification

The Partner agrees to indemnify Timivra against claims, losses, or damages arising from the Partner's breach of this Agreement or violation of applicable law, to the extent permitted by law.

17.6 Force majeure

Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control.

17.7 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

17.8 Waiver

A failure by either party to enforce a provision of this Agreement is not a waiver of the right to enforce it later.

17.9 Entire agreement

This Agreement, together with the Partner Guide, constitutes the entire agreement between Timivra and the Partner regarding the Programme, superseding any prior discussions or understandings.

17.10 Governing law

This Agreement is governed by the laws of the Federal Republic of Nigeria.

17.11 Notices and official communication

Notices under this Agreement will be sent to the email addresses provided by each party.

17.12 Assignment of rights and obligations

The Partner may not assign their rights or obligations under this Agreement without Timivra's written consent. Timivra may assign this Agreement in connection with a merger, acquisition, or transfer of its business.

18. Partner Declaration and Acceptance

18.1 Confirmation of having read the Agreement

I confirm that I have read and understood this Agreement in full.

18.2 Confirmation of understanding the programme rules

I confirm that I understand and agree to comply with the Programme rules referenced in Section 4 and set out in the Partner Guide.

18.3 Agreement to comply with Timivra's policies

I agree to comply with this Agreement, the Partner Guide, and any Timivra policy referenced in either document, as updated from time to time.

18.4 Consent to applicable data and verification procedures

I consent to the data-handling and verification procedures described in this Agreement.

18.5 Confirmation of accurate information

I confirm that the information I have provided to Timivra is accurate and complete to the best of my knowledge.

18.6 Acceptance by clicking I Agree

By clicking “I Agree” (or an equivalent acceptance control) when applying to or joining the Programme, you confirm that you have read, understood, and accept this Agreement in its entirety, including the Partner Guide and any policies it incorporates. That click is your binding acceptance of these terms and conditions; no wet-ink or handwritten signature page is required.