REFERRER PROGRAMME – TERMS AND CONDITIONS

Effective Date: September 14, 2026

These Terms and Conditions govern participation in the Pahappa Referrer Programme and are incorporated into each Referrer Sign-Up Form signed and accepted by Pahappa.

1. DEFINITIONS

1.1. Commission

The amount payable by Pahappa to a Referrer for a Qualified Referral, calculated using the applicable Commission Rate.

1.2. Commission Period

The period stated in the Referrer’s Sign-Up Form during which Qualifying Revenue from a Qualified Referral may generate Commission.

1.3. Commission Rate

The percentage stated in the Referrer’s Sign-Up Form and approved by Pahappa.

1.4. Existing Client/Lead

A person or organisation that, at the time of referral submission, is already a Pahappa client, prospect, lead, sales opportunity, active account, or is otherwise recorded in Pahappa’s records as being in contact or engagement with Pahappa concerning relevant services.

1.5. Qualified Referral

A prospective client submitted by the Referrer in accordance with these Terms, accepted by Pahappa as a referral, not an Existing Client/Lead, and which subsequently enters into a transaction with Pahappa and makes a Qualifying Payment.

1.6. Qualifying Payment

A payment actually received and cleared by Pahappa from a Qualified Referral for eligible services, excluding taxes, refunds, reversals, chargebacks, credits and amounts otherwise excluded under these Terms.

1.7. Qualifying Revenue

The portion of Qualifying Payments on which Commission is payable under these Terms.

1.8. Referral

A prospective client introduced to Pahappa by the Referrer through the prescribed referral process.

1.9. Referral Date

The date on which Pahappa records and accepts a Referral as a valid referral submission.

1.10. Referrer

The individual or organisation whose Sign-Up Form has been submitted, approved and accepted by Pahappa.

1.11. Sign-Up Form

The Pahappa Referrer Programme – Sign-Up Form completed and signed by the Referrer and accepted by Pahappa.

1.12. Terms

These Pahappa Referrer Programme Terms and Conditions, as amended in accordance with clause 29.

2. ACCEPTANCE AND INCORPORATION

A person becomes a Referrer only after completing and signing the Sign-Up Form and receiving acceptance from Pahappa.

The Sign-Up Form and these Terms constitute the agreement between Pahappa and the Referrer concerning participation in the Programme.

If there is a conflict between these Terms and the Sign-Up Form, the Sign-Up Form shall prevail only in respect of the Referrer’s specific commercial terms, including the Commission Rate and Commission Period. These Terms shall govern all other matters.

By signing the Sign-Up Form, the Referrer confirms that the Referrer has had an opportunity to access, read and understand these Terms.

3. APPOINTMENT AND ELIGIBILITY

Pahappa may accept eligible individuals or organisations to participate in the Programme. Participation is non-exclusive and does not guarantee any minimum number of referrals or Commission.

Pahappa may reject an application or referral where it reasonably considers that the applicant, prospect or proposed transaction presents legal, regulatory, commercial, reputational or operational risk.

4. NATURE AND SCOPE OF THE REFERRAL RELATIONSHIP

The Referrer’s role is limited to identifying and introducing prospective clients to Pahappa.

The Referrer does not operate Pahappa’s SMS platform, provide Pahappa services to the prospect, manage the prospect’s SMS traffic, or assume responsibility for the prospect’s use of Pahappa services.

The Referrer has no exclusivity over any prospect or client and Pahappa remains free to deal directly with any person or organisation.

5. REFERRAL SUBMISSION AND QUALIFICATION

Referrals must be submitted through the referral process specified by Pahappa and must contain sufficient accurate information to identify the prospect and the Referrer’s introduction.

Pahappa shall determine whether a submission qualifies as a Referral and whether it becomes a Qualified Referral.

A referral is not a Qualified Referral merely because it has been submitted or acknowledged.

6. EXISTING CLIENTS, LEADS AND DUPLICATE REFERRALS

No Commission is payable where the prospect was an Existing Client/Lead at the time of submission.

Where two or more persons refer the same prospect, Pahappa may attribute the referral to the first valid Referral recorded in Pahappa’s records, unless Pahappa determines otherwise in writing.

Pahappa’s contemporaneous business records shall be prima facie evidence of the timing and status of a referral, subject to correction for manifest error.

7. REFERRAL ATTRIBUTION

A Referral must be sufficiently identifiable and traceable to the Referrer, including through the Referrer’s assigned Referrer ID or other method prescribed by Pahappa.

Commission attribution shall apply only to transactions reasonably attributable to the Qualified Referral during the applicable Commission Period.

8. COMMISSION ENTITLEMENT

The applicable Commission Rate is the percentage expressly stated in the Referrer’s Sign-Up Form.

Commission becomes payable only when a Qualified Referral makes a Qualifying Payment and the payment has been actually received and cleared by Pahappa.

No Commission is earned on invoices issued but not paid, unpaid balances, taxes, refunds, reversals, chargebacks, credits, waived amounts, or amounts excluded by Pahappa’s applicable commercial arrangements.

9. COMMISSION CALCULATION

Unless the Sign-Up Form expressly states otherwise, Commission shall be calculated as: Qualifying Revenue × Commission Rate.

Where a payment includes taxes, statutory charges, third-party charges, refunds, credits or other non-commissionable amounts, Pahappa may exclude those amounts before calculating Commission.

Pahappa may correct calculation errors and recover or offset Commission that was paid due to an error, reversal, refund, chargeback, fraud or other invalid entitlement.

10. COMMISSION PERIOD

The Commission Period begins on the date of the Qualified Referral’s first Qualifying Payment and continues for the number of months stated in the Sign-Up Form.

No Commission shall accrue after expiry of the Commission Period unless Pahappa expressly agrees otherwise in writing.

Commission properly accrued before termination of the Referrer’s participation remains payable subject to these Terms, including any applicable refund, reversal, chargeback or offset rights.

11. COMMISSION STATEMENTS AND PAYMENT

Pahappa may provide a Commission statement showing qualifying transactions and Commission payable.

Commission shall be paid according to the payment frequency stated in the Sign-Up Form, subject to applicable verification, deductions and minimum payment thresholds communicated by Pahappa.

Pahappa may withhold or defer payment where it reasonably requires additional information to verify the transaction, identity of the Referrer, tax compliance, fraud concerns or the legitimacy of the referral.

12. TAXES

The Referrer is responsible for the Referrer’s own tax obligations arising from Commission. Pahappa may make any deduction or withholding required by applicable law and shall provide supporting documentation where required.

13. NO AUTHORITY TO BIND PAHAPPA

The Referrer shall not represent that the Referrer has authority to bind Pahappa or make commitments on Pahappa’s behalf.

The Referrer shall not sign contracts, accept orders, collect payments, approve credit, set Pahappa’s prices, make service guarantees, or make representations concerning Pahappa’s services except as expressly authorised in writing by Pahappa.

Any unauthorised representation or commitment is made at the Referrer’s own risk and does not bind Pahappa.

14. REFERRER OBLIGATIONS

The Referrer shall act honestly, professionally and lawfully.

The Referrer shall provide accurate information and shall not misrepresent Pahappa, its services, prices, capabilities or contractual terms.

The Referrer shall promptly disclose any actual or potential conflict of interest relevant to a referral.

The Referrer shall comply with applicable laws relating to marketing, communications, privacy, data protection, anti-bribery and consumer protection.

15. PROHIBITED CONDUCT

The Referrer shall not use spam, false or misleading advertising, impersonation, harassment, unlawful incentives, bribery, fraud or other unlawful means to obtain referrals.

The Referrer shall not promise Commission to a prospective client on Pahappa’s behalf or offer unauthorised discounts or benefits.

The Referrer shall not submit fictitious, duplicate, self-generated or fraudulent referrals for the purpose of earning Commission.

16. CLIENT RELATIONSHIP AND PAHAPPA DISCRETION

Pahappa retains sole discretion to assess, onboard, contract with, suspend or reject any prospective client.

The commercial relationship between Pahappa and a client is governed by the applicable Pahappa-client agreement and is separate from the Referrer’s relationship with Pahappa.

The Referrer shall not interfere with Pahappa’s negotiations or contractual relationship with a client.

17. DATA PROTECTION AND PRIVACY

17.1. Each party shall comply with the Uganda Data Protection and Privacy Act, 2019, the Data Protection and Privacy Regulations, 2021, and other applicable data protection and privacy laws in relation to personal data processed in connection with the Programme.

17.2. The Referrer shall only collect, use or disclose personal data for referral purposes where there is a lawful basis to do so. The Referrer shall provide any notices and obtain any consents required by applicable law before sharing personal data with Pahappa.

17.3. The Referrer acknowledges and agrees that, in connection with the Programme and the provision, administration, support, security and operation of Pahappa’s services, personal data contained in or relating to a Referral may be collected, received, accessed, used, stored, transmitted or otherwise processed by Pahappa and by service providers, contractors, technology providers, hosting providers, communications providers, professional advisers and other persons engaged or authorised by Pahappa to process data on its behalf or to support its business operations (collectively, “Service Providers”).

17.4. Service Providers may be located in Uganda or in other countries. Where personal data is processed or stored outside Uganda, Pahappa shall do so in accordance with applicable Ugandan data protection law, including the requirements applicable to international processing or storage of personal data. This includes ensuring, as applicable, that the country in which the data is processed or stored has adequate measures for the protection of personal data at least equivalent to the protection provided under Ugandan law, or that the relevant data subject has provided the consent required by law.

17.5. Where Pahappa engages a Service Provider to process personal data on Pahappa’s behalf, Pahappa shall take reasonable and appropriate steps to ensure that the Service Provider is authorised to process the data, maintains appropriate confidentiality and security measures, and processes the personal data only for authorised purposes and in accordance with applicable law and the contractual arrangements governing the processing.

17.6. The Referrer shall not disclose to Pahappa any personal data that is unnecessary or excessive for the referral purpose and shall use reasonable security measures to protect personal data before it is transferred to Pahappa. The Referrer shall promptly notify Pahappa of any suspected unauthorised access, disclosure, loss or misuse of personal data relating to a Referral that may affect Pahappa or a data subject.

17.7. Pahappa may retain, use and process personal data for as long as reasonably necessary to administer the Programme, manage referrals and Commission, provide and support its services, comply with legal and regulatory obligations, resolve disputes, prevent fraud and abuse, maintain security, and establish, exercise or defend legal claims, subject to applicable retention and deletion requirements.

17.8. Pahappa may disclose personal data to the categories of Service Providers described in clause 17.3 where reasonably necessary for the purposes described in these Terms. Where required by applicable law, Pahappa shall provide data subjects with information concerning recipients or categories of recipients and other information about the processing.

17.9. Where a data subject exercises a statutory right relating to personal data supplied through a Referral, each party shall provide reasonable cooperation to the extent necessary for the other party to comply with its legal obligations.

17.10. The parties acknowledge that the applicable roles of Pahappa, the Referrer and any Service Provider may differ depending on the particular processing activity. Nothing in these Terms is intended to alter the statutory responsibilities of a data controller, data processor, data collector or other person under applicable data protection law.

18. CONFIDENTIALITY

Each party shall keep confidential non-public business, technical, commercial and personal information received from the other party and shall use it only for purposes connected with the Programme. This obligation does not apply to information that is public without breach, lawfully known before disclosure, independently developed, or lawfully received from a third party.

19. INTELLECTUAL PROPERTY AND BRAND USE

Pahappa retains all rights in its names, logos, trademarks, software, platforms, materials and other intellectual property.

The Referrer may use Pahappa’s approved branding or marketing materials only in the form and manner authorised by Pahappa and only for Programme purposes.

No licence or ownership interest is granted except the limited permission expressly given by Pahappa.

20. NON-CIRCUMVENTION AND REFERRAL PROTECTION

Pahappa shall not deliberately structure, redirect or otherwise arrange a transaction for the primary purpose of avoiding Commission properly payable to the Referrer under these Terms. This provision does not give the Referrer ownership, exclusivity or control over a client or prevent Pahappa from independently dealing with any client.

21. RECORDS AND VERIFICATION

The Referrer shall retain reasonable records supporting referrals and shall cooperate with reasonable verification requests. Pahappa may review its records to determine referral attribution, qualification and Commission.

22. SUSPENSION

Pahappa may immediately suspend a Referrer’s participation or Commission processing where it reasonably suspects fraud, unlawful conduct, material breach, inaccurate information, abuse of the Programme, reputational risk or other conduct requiring investigation. Suspension does not automatically extinguish Commission already properly accrued.

23. TERMINATION

Either party may terminate participation by written notice.

Pahappa may terminate immediately for material breach, fraud, unlawful conduct, serious misrepresentation, misuse of Pahappa’s brand, or conduct reasonably likely to expose Pahappa to legal, regulatory or reputational harm.

24. EFFECT OF TERMINATION

Termination does not affect rights or obligations accrued before termination. Qualified Referrals already accepted before termination remain subject to the applicable Commission Period unless the Referrer’s entitlement is lost under these Terms because of fraud, material breach, invalid referral or another lawful ground.

25. INDEMNITY

The Referrer shall indemnify Pahappa against direct losses, claims, liabilities and reasonable costs arising from the Referrer’s fraud, unlawful conduct, unauthorised commitments, material misrepresentation, breach of these Terms, or unlawful collection or disclosure of personal data, to the extent caused by the Referrer.

26. LIMITATION OF LIABILITY

To the extent permitted by law, Pahappa shall not be liable for indirect, incidental, special or consequential loss arising from the Programme. Pahappa’s aggregate liability arising from the Programme shall not exceed the total Commission paid or payable to the Referrer during the six months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot lawfully be excluded.

27. NO EMPLOYMENT, PARTNERSHIP OR AGENCY

Nothing in these Terms creates employment, partnership, joint venture, franchise or agency between the parties. The Referrer is an independent contractor and may not hold itself out as an employee, partner or authorised agent of Pahappa.

28. ASSIGNMENT

The Referrer may not assign or transfer rights under the Programme without Pahappa’s prior written consent. Pahappa may assign the Programme or these Terms to an affiliate, successor or purchaser of the relevant business, subject to applicable law.

29. AMENDMENTS TO THESE TERMS

Pahappa may amend these Terms by publishing a revised version with a stated Effective Date.

An amendment shall not retrospectively reduce or remove Commission already accrued before its Effective Date.

Unless otherwise required by law, material changes affecting future Commission rights shall apply prospectively. Continued participation or submission of new referrals after the Effective Date constitutes acceptance of the revised Terms.

Pahappa shall maintain version information for the Terms.

30. NOTICES

Programme notices may be communicated using the contact details provided in the Sign-Up Form, including email, SMS, WhatsApp or other electronic communication method used by Pahappa for Programme administration.

31. FORCE MAJEURE

Neither party shall be liable for failure or delay caused by circumstances beyond reasonable control, except for payment obligations that have already become due.

32. GOVERNING LAW

These Terms and the Programme shall be governed by the laws of the Republic of Uganda.

33. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute through negotiation. If the dispute is not resolved within thirty (30) days, either party may refer it to the competent courts of Uganda.

34. ENTIRE AGREEMENT

These Terms and the applicable Sign-Up Form constitute the entire agreement between Pahappa and the Referrer concerning the Programme and supersede prior discussions or arrangements concerning the same subject matter.

35. SEVERABILITY

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in effect.

36. WAIVER

A failure or delay by either party to exercise a right does not constitute a waiver of that right.

37. ELECTRONIC RECORDS AND ACCEPTANCE

The parties may use electronic records, communications and signatures for administration of the Programme to the extent permitted by applicable law. The signed Sign-Up Form and the version of these Terms incorporated by reference shall be retained as the contractual record.

38. BINDING EFFECT

These Terms bind the parties and their permitted successors and assigns. The Referrer acknowledges that participation in the Programme is subject to these Terms and the specific commercial terms recorded in the Referrer’s Sign-Up Form.

39. PAHAPPA CONTACT DETAILS