HERE ARE THE RULES

1. INTRODUCTION.

Every successful business is built on the pillar of value proposition and Strategic alliances. It is this belief that has informed our provision for Strategic Sales Partnerships (SSP) as a core component of our Socially Smart business model. The SSP is positioned to create wealth for every person (Legal or Corporate) who has the social capital and who has taken reasonable action to introduce a business to us for the patronage of our product. We believe that it is only when every company can truly align various stakeholder interests that it can indeed achieve ultimate success.

2. HOW TO BECOME A STRATEGIC SALES PARTNERS (SSP)

You can become our SSP by-

• Approaching any of our Sales Representative or Staff of our company, or,
• Contacting us through Email, Telephone, or other electronic means, or,
• Walk into our Head-office.

Becoming a Strategic Sales partner of our company is a feat reserved for only the best and most capable persons (Individual or Corporate). We hold all our Strategic partners in the highest esteem and because of this, we may request for certain Due Diligence (DD) documents before we can recognize you and confirm your appointment as our SSP.  Appointment as an SSP is not automatic. It must be by written communication or through the SSP Terms of Engagement, stating clearly and unequivocally such appointment.

3. Scope
   1. By choosing to be our Strategic Sales Partner, we pledge to be sincere, transparent and to exercise utmost good faith. You also recognize that we are a company who has its policies and regulatory demands. You therefore agree to abide by the Terms & conditions shown below as your show of good faith and as a guiding principle for this entire engagement.
   2. These General Terms and conditions shall serve as a valid contract and apply to all our Strategic Sales Partners (Individual or Corporate parties) who have introduced businesses to us for the purchase of our Products or who have signed standard SSP Terms of Engagement with our Company.
   3. The CeLD platform allows businesses and Individuals purchase CashTokens over its various Platforms and If these Terms & conditions are inconsistent with any other Contract, the Terms & condition will take precedence and be the governing document.
   4. For the purpose of this Strategic Sales Partnership Terms and conditions,
      • “You”,” SSP”, “Facilitator” shall as the context of use demands, reference the Strategic Sales Partner (SSP) and the relevant person, company, or legal entity unless the context requires otherwise.
      • “Us”, “We”, “Our”,” The Company”,” CeLD” shall mean CeLD Innovations Limited.
      • “Product” shall mean means the CeLD CashToken as well as any other product manufactured by or for CeLD Limited and are from time to time notified in writing by the Company to the SSP;
      • “SSP Onboarding Terms and conditions” shall mean the SSP Onboarding Terms and conditions.

4. CeLD’s RIGHTS AND OBLIGATION.
   • The Company shall supply the SSP with such samples, catalogues, advertising, promotional and selling materials, literature and information as the SSP may from time to time reasonably require for the purpose of complying with its obligations under this Terms and Conditions;
   • The Company shall supply up to date copies of any standard price lists which it has for the sale of the Product.
   • The Company shall be entitled:
     • for any reason to reject any order for the Product; and
     • from time to time to extend the range of Products, or discontinue any of the same, upon giving not less than one months’ notice in writing to the SSP.
     • The Company shall honor any contracts for the sale of the Product to the Businesses introduced to the Company by the SSP; and shall comply with all the applicable laws and regulations relating to the nature and functionality of the Product. This obligation shall be subject to the right of the Company to reject certain Businesses where it has reason to believe that such businesses are involved in illegal activity of where the rejection is based on management’s decision.

5. SSP’s RIGHTS AND OBLIGATIONS.
   • The SSP acknowledges that the relationship between the Introduced Businesses and CeLD Innovations Limited is governed by the general Terms and conditions which is available on the website and any other contract between the Company and the Introduced Business.
   • The SSP guarantees that all the information which it provides do not violate any third party’s copyright.
   • The Company may from time to time by written notice require the SSP not to, and if so required, the SSP shall not, solicit particular persons if the Company has reasonable grounds to believe that such businesses do not have integrity.
   • The SSP shall ensure that its representatives:
     • make themselves available, at all reasonable times and upon reasonable notice, to the Company for the purposes of consultation and advice relating to this Terms and conditions and the Product;
     • at the expense of the SSP, attend meetings with representatives of the Company and such Businesses or prospective businesses as may be necessary for the performance of its duties under these Terms and conditions;
     • make such calls upon businesses or potential businesses for the purpose of promoting the Product as the SSP may think fit; and
     • attend such trade exhibitions and other sales outlets as the Company or the SSP may think commercially suitable for the purpose of promoting the Product.
   • The SSP shall use its best endeavours to promote and market the Product and to seek orders for the Products from Businesses and generally to assist the Company with the sale of the Product.
   • The SSP shall conduct the promotion and marketing of the Products with all due care and diligence and shall cultivate and maintain good relations with Introduced Businesses and potential Businesses in accordance with sound commercial principles.
   • The SSP shall promptly notify the Company of all enquiries and feedback concerning the Product, which it receives from Businesses.
   • The SSP shall be responsible for obtaining all licenses, permits and approvals, which are necessary for the performance of its duties.
   • The SSP shall maintain a list of Businesses and potential Businesses for the purchase of the Product and shall, at the request of the Company, supply it with a copy of that list through any channel requested by the Company including an online portal maintained by the Company.
   • The SSP shall from time to time keep the Company fully informed of the SSP’s promotional and marketing activities in respect of the Product and shall, within thirty (30) days after the end of each Quarter, provide the Company with a detailed report of such activities and the amount of its advertising expenditure during that Quarter.
   • The SSP shall keep the Company informed of conditions in the market for the Products and of competing products and the activities of the Company’s competitors.
   • The SSP shall promptly inform the Company of:
     • any complaint or after-sales enquiry concerning the Product, which is received from the business; and
     • any matter likely to be relevant in relation to the sale, use or development of the Product.
   • Subject to the terms of these Terms and conditions and to any directions which the Company may from time to time give, the SSP shall be entitled to perform its duties under these Terms and conditions in such manner as it may deem fit.
   • Where the SSP terms of engagement imposes an obligation on the SSP to perform certain obligations or tasks, and the timeframe for such performance is not expressly stated in the contract, the SSP shall be required to complete the obligation within a maximum period of six (6) months from the date the obligation arises. If the SSP fails to perform the obligation within this period, the obligation shall be deemed unfulfilled, and any progress made thereafter shall be considered void and without effect except where there is a written extension by the Company.
   • All sales of the Product shall be made on such terms as the Company in its absolute discretion may from time to time determine;
   • The SSP shall not by itself, unless authorized by the Company, make, or give any promises, warranties, guarantees or representations concerning the Product; and
   • The SSP shall not be entitled to receive payments on behalf of the Company in respect of sales of the Product.
   • The SSP shall not:pledge the credit of the Company in any way;

• • • use any advertising, promotional or selling materials in relation to the Product except those supplied or approved by the Company;
    • engage in any conduct which in the opinion of the Company is prejudicial to the Company’s business or the marketing of the Product generally; or
    • be concerned or interested either directly or indirectly in the development, sale, promotion, marketing, or importation of any goods which compete with the Product.

6. SSP COMMISSIONS.
   • The Company shall pay the SSP a commission on the Net Invoice Price of all Products sold to Businesses introduced by the SSP. This commission shall be communicated to the SSP by the company in writing or through a SSP Term of Engagement mutually executed by the SSP and the Company.
   • In addition to the commission payable on the Net invoice Price of the Products sold to the introduced Businesses, the SSP may be entitled to additional commissions, as written and mutually agreed by parties.
   • All agreed commissions due to the SSP shall be subject to review by the company to ensure good faith, comply with regulatory demands and to prevent undue financial burden on the Company.
   • The Company shall:
     • At the end of each month during the continuance of these terms and conditions send to the SSP a statement showing the aggregate Net Invoice Price of each description of Products sold by the Company during that month to Businesses introduced to the Company by the SSP and the commission thereon to which the SSP is entitled pursuant to clause 6.1; and
     • forthwith upon receipt from the SSP of an invoice, shall send to the SSP a remittance in Naira in respect of that commission.
   • The Company shall keep separate records and accurate accounts of all sales of the Product made by it to Businesses introduced to it by the SSP and shall permit the SSP or its duly appointed representatives to inspect all such records and accounts and take copies at all reasonable times (but not exceeding once in any Quarter). Such inspection shall be done through an online portal maintained by the Company.
   • The Company shall pay the commission due to the SSP hereunder without any deduction other than such amount (if any) as it is required to deduct by law.
   • All sums payable under these terms and conditions are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question or otherwise, included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction.
   • All agreed commissions due to the SSP shall be subject to review by the company to ensure good faith, comply with regulatory demands and to prevent undue financial burden on the Company.
7. INTELLECTUAL PROPERTY:
   • The SSP shall promptly and fully notify the Company of any actual, threatened, or suspected infringement of any Intellectual Property of the Company which comes to the SSP’s notice, and of any claim by any third party that their sale, infringes any rights of any other person.
   • Nothing in these terms and conditions shall give the SSP any rights in respect of any trade names or trademarks used by the Company in relation to the Product or of the goodwill associated with them and the SSP acknowledges that, except as expressly provided in these terms and conditions, it shall not acquire any rights in respect of any trade names or trademarks and that all such rights and goodwill are, and shall remain, vested in the Company.
   • The SSP shall not use any trademarks or trade names so resembling the trademarks or trade names of the Company as to be likely to cause confusion or deception.
   • The SSP shall, at the expense of the Company, take all such steps as the Company may reasonably require in assisting the Company in maintaining the validity and enforceability of the Intellectual Property of the Company during the continuance of these terms and conditions.
   • Without prejudice to the right of the SSP or any third party to challenge the validity of any Intellectual Property of the Company, the SSP shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property of the Company and shall not omit or authorize any third Party to omit to do any act which, by its omission, would have that effect or character.
8. PRIVACY AND CONFIDENTIALITY.
   • “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. CeLD’s Confidential Information includes all information that you receive relating to us, or to the services, that is not known to the general public including information related to our security program and practices.
   • Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these terms and conditions and in accordance with any other obligations in these terms and conditions including this clause. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than:
     • by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or
     • as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these terms and conditions, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
     • any Businesses or prospective Businesses provided that the SSP has ensured that such businesses are also bound by strict confidentiality terms.
   • Confidential Information shall not include any information that the receiving party can prove:
     • Was already in the public domain, or was already known by or in possession of the receiving party, at the time of disclosure of such information;
     • Is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these terms and conditions; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these terms and condition.
   • Both you and CeLD agree to use the Confidential Information of the other only to fulfil the obligations in these terms and conditions. Confidential Information must be protected and respected.
9. Anti-Money Laundry and Counter Terrorism Financing Compliance
   • The SSP represents that it has established an Anti-Money Laundering Program (“AML Program”) that is designed to comply with applicable Nigerian laws, regulations, and guidance, including rules of self-regulatory organizations, relating to the prevention of money laundering, terrorist financing, and related financial crimes.
   • The SSP agrees to cooperate with the Company to satisfy the Company’s AML due diligence policies, which may include annual AML compliance certifications, periodic AML due diligence reviews and/or other requests deemed necessary to ensure its compliance with the AML regulations.
   • The SSP will (but only to the extent consistent with applicable law) take all steps necessary and appropriate to provide the Company with any requested information about any other party and their Fund accounts in the event that the Company shall request such information due to an inquiry or investigation by any law enforcement, regulatory, or administrative authority.
10. INDEMNITY
    • The SSP shall indemnify the Company from and against all claims, losses, expenses and damages which the Company may directly or indirectly suffer or incur or any dispute between the Company and any third party as a result of the SSP’s failure to observe any of the SSP’s obligations under this Term and Condition.
    • The SSP hereby agrees and undertakes to fully indemnify and keep the Company harmless from and against all actions, claims, costs (including legal costs on a full indemnity basis), losses, charges, expenses and damages which the Company may suffer or incur as a result of fraud, dishonesty or misconduct (criminal or otherwise) relating to the transactions perpetrated by the SSP, its servant, agents, employee or contractor or the fraud, dishonesty or misconduct (criminal or otherwise) perpetrated by a third party as a result of the negligence or default of the SSP, its servant, agents, employee or contractor.
11. TERMS AND TERMINATION
    • These terms and conditions are valid as soon as the SSP is appointed and remains applicable until termination by either party.
    • These terms and conditions shall come into force on the date of these terms and conditions and is generally applicable to all SSPs.
    • Subject to as provided in clauses 11.4 and 11.5, shall continue in force for an initial term of one year and thereafter be automatically renewed unless or until terminated by either Party giving to the other not less than one months’ written notice expiring at or at any time after the end of the initial term.
    • The initial term referred to in clause 11.3 shall begin to count for each SSP on the date when the terms of engagement is executed by them.
    • If in any year of this terms and conditions the aggregate Net Invoice Price of all Products sold by the Company to Businesses introduced by the SSP does not exceed N50,000 (Fifty Thousand Naira) or any other amount that CeLD may determine in writing from the SSP, CeLD shall be entitled, by giving not less than one months’ written notice to the SSP, to terminate this terms and conditions.
    • Either Party shall be entitled forthwith to terminate this Terms and conditions by written notice to the other if:
      • that other Party commits any breach of any of the provisions of this terms and conditions and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
      • in the circumstances contemplated by clause 11.4.1 there is no terms and conditions reached by the Parties within 30 days after discussions for that purpose began or ought to have begun.
    • For the purposes of clause 11.4.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
    • Any waiver by either Party of a breach of any provision of this terms and conditions shall not be considered as a waiver of any subsequent breach of the same or any other provision of this terms and conditions.
    • The rights to terminate these terms and conditions given by this clause shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
    • Termination can occur at any time, with a period of notice of one month, in writing, by email, post, or fax. The revenues generated during this notice period are still subject to the SSP onboarding terms and conditions. The right to immediate termination by either party for important cause remains unaffected.
    • Repeatedly providing misleading information or withholding information required to be presented by the SSP under this Terms and Conditions is also a ground for immediate termination.
    • the SSP shall within thirty (30) days send to the Company, or otherwise dispose of in accordance with the directions of the Company, all samples of the Product and all advertising, promotional or sales material relating to the Product then in the possession of the SSP;
    • the SSP shall cease to promote, market, advertise or solicit Businesses for the Products;
    • the SSP shall have no claim whatsoever against the Company for compensation for loss of goodwill or any similar loss (except any accrued and unpaid commission);
    • clause 8 shall continue in force in accordance with its terms; and
    • subject as otherwise provided in this terms and conditions and to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under this terms and conditions.
    • The Parties shall bear their respective costs in relation to the execution of these terms and conditions.
12. FORCE MAJEURE:
    • If either Party is affected by Force Majeure, it shall forthwith notify the other Party of the nature and extent thereof.
    • Neither Party shall be deemed to be in breach of this terms and conditions, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under this terms and conditions to the extent that such a delay or non-performance is due to any Force Majeure of which it has notified the other Party; and the time for performance of that obligation shall be extended accordingly.
    • If the Force Majeure in question prevails for a continuous period in excess of thirty (30) days, the Parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.

13. GOVERNING LAW AND DISPUTE RESOLUTION
    • This Terms and conditions and dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Nigerian Law.
    • If a dispute of any nature arises between the Parties, including about the interpretation of, the effect of, the Parties’ respective rights or obligations hereunder, a breach of or the termination of this Terms and conditions, then, upon written request of either Party, each of the Parties will appoint a representative whose task will be to meet for the purposes of resolving such dispute. Such representatives will discuss the matter in dispute and negotiate in good faith to resolve the dispute on amicable terms within fourteen (14) days. No formal proceedings may commence until the designated representatives conclude in good faith that an amicable resolution of the matter is not likely to occur.
    • Should the representatives of the Parties be unable to resolve a dispute in accordance with the foregoing, such dispute will be submitted to and decided by Mediation at the Lagos Multidoor Courthouse.
    • This clause is severable from the rest of the Terms and conditions and shall therefore remain in effect even if this terms and condition is terminated.
    • This clause shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the terms of settlement.

14. NON-CIRCUMVENTION
    • Each Party agrees not to contact directly or indirectly, deal with, transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or other entities introduced by either Party without the specific written permission of the introducing Party.
    • Each Party agrees not to directly or indirectly circumvent, avoid, or bypass each other regarding any renewals, corporation, partnerships, proprietorships, trusts, or other entities introduced by either Party.
    • The SSP agrees that it shall not use the Confidential Information disclosed by the Company for the purpose of developing, creating, or producing any product, service, or information that is similar to or competitive with the Confidential Information received.
    • During the term of this SSP Terms and conditions and for a period of three (3) years following the termination of this Terms and conditions, the SSP agrees not to directly or indirectly solicit, induce, or attempt to solicit or induce any employee, contractor, or business relationship of the Company to terminate or otherwise alter their relationship with the Company for the purpose of engaging in a business relationship with the SSP or any third party.

15. NATURE OF TERMS AND CONDITIONS:
    • The Company may assign these terms and conditions and the rights and obligations under this terms and conditions as it deems fit and subsequently notify the SSP of such assignment.
    • Subject as provided in Clause 15.3, these terms and conditions are personal to the SSP, who may not without the written consent of the Company, assign, mortgage, charge or dispose of any of its rights, or sub-contract or otherwise delegate any of its obligations under this terms and conditions.
    • The SSP shall not without the prior written consent of the Company, employ agents; if with such consent it does so, every act or omission of the agent shall for the purposes of these terms and conditions be deemed to be the act or omission of the SSP.
    • Nothing in these terms and conditions is intended nor shall be construed as creating any exclusive arrangement between the Company and the SSP. These terms and conditions shall not restrict the Company from sourcing or retaining the services of any other person to carry out any of the services of the SSP these terms and conditions. These terms and conditions shall not be construed as limiting the Company in anyway.
    • Unless otherwise expressly stated in these terms and conditions, the SSP has no actual, apparent or ostensible authority to act on behalf of the Company, either as an agent or in any other capacity. The SSP shall fully indemnify the Company and hold the Company harmless for any loss or third-party assertion that the SSP acted on behalf of the Company or as its agent other than as provided in these terms and conditions.
    • These terms and conditions contain the entire agreement between the Parties with respect to the subject matter of this terms and conditions, supersedes all previous terms and conditions and understandings between the Parties with respect thereto, and may not be modified except by an instrument in writing signed by the Parties.
    • Each Party acknowledges that, in entering into these terms and conditions, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this terms and conditions, and all conditions, warranties or other terms implied by statute or common law are by this terms and conditions excluded to the fullest extent permitted by law.
    • If any provision of these terms and conditions is held by any court or other competent authority to be void or unenforceable as a whole or in part, these terms and conditions shall continue to be valid as to the other provisions of this terms and conditions and the remainder of the affected provision.
16. Commitment to Company Interests and Business Survival
    • The SSP hereby acknowledges and agrees that their primary obligation under this Terms and Conditions is to act in the best interests of the Company. The SSP further commits to prioritizing the survival and long-term viability of the Company in all decisions and actions taken under these terms and condition. To this end, the SSP shall:
      • Collaborate Effectively: Engage in open, honest, and constructive dialogue to ensure that all decisions are made with the Company’s best interests in mind.
      • Prioritize Company Survival: Ensure that the survival and sustainability of the Company are paramount considerations in all strategic, operational, and financial decisions.
      • Act in Good Faith: Make all reasonable efforts to align their actions and decisions with the objective of preserving the Company’s business, including but not limited to, maintaining financial stability, operational efficiency, and competitive positioning.
      • Avoid Conflicts of Interest: Refrain from engaging in any activities or making decisions that could compromise the Company’s interests or undermine its survival.
      • Support Mutual Goals: Work cooperatively to achieve the Company’s goals, recognizing that the success of the Company is mutually beneficial to both Parties.
      • Resolve Disputes Constructively: Address any disagreements or disputes that may arise in a manner that prioritizes the Company’s ongoing operations and strategic objectives.
      • By these Terms and Conditions, the SSP affirms its commitment to these principles and agree that the survival of the Company will take priority.

17. GENERAL
    • If a single clause in these terms and conditions is invalid, both parties will endeavor to replace the invalid clause with a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the terms and conditions remains unaffected. This applies in particular if the terms and conditions are found to be incomplete.
    • The Company reserves the sole right to modify these general terms and conditions. In that case, CeLD will give the SSP adequate notice of such modification. The notice will contain advice on the right and reason for the modification.