CloudyPOS Partner Programme Terms

1. Who these terms are between

1.1 These terms are an agreement between [company name [to be completed]], a company registered in Ghana under number [to be completed] with its registered office at [to be completed] ("CloudyPOS", "we", "us"), and the person or organisation accepted into the CloudyPOS Partner Programme ("Partner", "you").

1.2 By ticking "I agree" on the application form or in the partner app, you accept these terms. Electronic acceptance is binding under the Electronic Transactions Act, 2008 (Act 772). If you accept for an organisation, you confirm you are authorised to bind it, and the organisation is the Partner.

1.3 These terms apply together with the earning terms shown on your partner page or in the partner app ("Deal") and the Schedules. If they conflict, the Deal shown for you wins on amounts and periods; these terms win on everything else.

2. Definitions

• Business: a person or company that opens a CloudyPOS account.
• Referral: a Business credited to you under clause 7.
• Qualifying Payment: money CloudyPOS actually receives and keeps from a referred Business for a paid CloudyPOS subscription, excluding taxes, levies, payment-provider fees, refunds, reversals, chargebacks, discounts and free or 100%-discounted plans.
• Earning: an amount credited to you under your Deal for a Qualifying Payment.
• Hold Period: the time an Earning waits before it can be paid (14 days unless your Deal says otherwise).
• Partner Person: anyone you add to the programme (lead or staff), each with their own sign-in and code.
• Programme Data: any information about Businesses, their owners or CloudyPOS that you see through the programme.

3. Joining and verification

3.1 Joining is by invitation or application. We may accept or refuse any application without giving a reason.

3.2 You must give true, complete and current information and documents, including (by type) business registration, ICAG membership or practising certificate, Bank of Ghana licence or approval, Ghana Card and TIN. You must tell us within 7 days if any of them changes, expires or is withdrawn.

3.3 We may verify anything you give us, ask for more documents at any time, and keep your account pending or suspended (with Earnings on hold) until we are satisfied.

3.4 You must be at least 18 years old. One account per person or organisation; a person may not be a Partner Person for two partners at once without our written consent.

4. Relationship

4.1 You are an independent contractor. Nothing in these terms makes you our employee, agent, partner in law, joint venturer or franchisee.

4.2 You have no authority to make promises, sign anything, collect money, give discounts or accept terms on behalf of CloudyPOS.

4.3 You pay your own costs (transport, data, staff, training venues, marketing) unless we agree in writing to pay them.

4.4 The programme is not exclusive. We may appoint other partners anywhere, including in your area, and you may promote other products, subject to clause 12.

4.5 We do not promise any level of sign-ups, Earnings or income.

5. What you must do

5.1 Act honestly, lawfully and professionally, and describe CloudyPOS only as it actually is, using material we provide or approve.

5.2 Make sure every Business you refer joins freely, gives its own true details, and controls its own account, passwords and PINs.

5.3 Comply with all laws that apply to you, including the Data Protection Act, 2012 (Act 843), the Electronic Transactions Act, 2008 (Act 772), the Cybersecurity Act, 2020 (Act 1038), the Anti-Money Laundering Act, 2020 (Act 1044), the Payment Systems and Services Act, 2019 (Act 987) and tax laws.

5.4 If you are a regulated professional or institution (for example an ICAG member, a bank, a specialised deposit-taking institution or an MFI), keep your licence or membership valid and follow your own regulator's rules. Your professional advice and lending decisions are yours alone; CloudyPOS does not give accounting, tax, legal or credit advice and is not responsible for yours.

5.5 Keep your Partner Persons' details current and remove anyone who leaves within 24 hours.

6. What you must never do

Any of the following is a serious breach (clause 16.2):

1. Sign up businesses that do not exist, are not trading, or are signed up without the owner's knowledge.
2. Refer yourself, your own business, or businesses you or your Partner Persons own or control, unless we agree in writing.
3. Use another person's name, phone number, Ghana Card or email.
4. Pay, promise or offer money, gifts, discounts or other benefits to anyone to sign up or pay, or split your Earnings with a Business.
5. Ask for, keep or use a Business's passwords, PINs, codes or access, or sign in to their CloudyPOS account.
6. Collect money from a Business for CloudyPOS, or accept payments on our behalf.
7. Make false or misleading claims, including about prices, features, loans, tax results or government approval.
8. Pretend to be CloudyPOS staff, use our name in a way that suggests you are us, or register domains, social pages or ads containing "CloudyPOS".
9. Send unsolicited bulk messages, spam, or messages to people who asked you to stop.
10. Manipulate links, codes, cookies or sign-ups (for example forcing or hiding our links, or creating sign-ups automatically).
11. Copy, sell, share or misuse Programme Data.
12. Pressure, threaten or harass any Business or person.
13. Do anything that breaks the law or harms CloudyPOS's reputation.

7. How a Business is credited to you

7.1 A Business is credited to you only if it signs up within 30 days of opening your link or QR code, or types your code on the sign-up form. If both happen, the typed code decides. Each Business can be credited to one partner only, once.

7.2 Our records decide who a Business is credited to. Businesses created by our staff, existing customers, and Businesses already credited to someone else are not credited to you.

7.3 We may review any Referral and refuse, reverse or move it to another partner if it looks fraudulent, breaks clause 6, or was credited by mistake. Earnings follow the Referral.

7.4 If you disagree with a crediting decision, tell us in writing within 30 days of the sign-up, with your evidence. After that, our records are final.

8. Earnings

8.1 You earn only on Qualifying Payments, at the rates and for the period in your Deal (standard rates in Schedule 1). No Earning is due for sign-ups, set-ups, free plans, trials or activity alone.

8.2 Each Earning stays on hold for the Hold Period. It is reversed if, during or after the Hold Period, the payment is refunded, reversed, declined, charged back, found fraudulent, or the Referral is rejected under clause 7.3.

8.3 We may deduct any reversed or wrongly paid amount from your future Earnings, or ask you to repay it within 14 days. You agree we may set off any amount you owe us against amounts we owe you.

8.4 We may change the Deal or the standard rates at any time for the future. Changes do not reduce Earnings already credited for payments received before the change.

8.5 Earnings are not wages, commission under an employment contract, or a share of CloudyPOS's profits. Unpaid Earnings carry no interest.

8.6 Earnings you do not request within 12 months of becoming available, or that cannot be paid because your payout details are wrong or missing for 12 months, are forfeited.

9. Payouts

9.1 A lead Partner Person may request a payout of the full available balance once it reaches the minimum (GH₵50 unless your Deal says otherwise). Payouts are in Ghana cedis to the Mobile Money wallet or bank account in your payout details.

9.2 The wallet or account must be in your name (or your organisation's name). You are responsible for correct details; we are not liable for money sent to the details you gave us. We may delay a payout to confirm recently changed details.

9.3 We aim to pay within 10 working days of a request. We may hold a payout while a Referral, document, tax question or suspected breach is being reviewed.

9.4 Transfer charges set by the wallet or bank provider may be deducted from the payout.

10. Tax

10.1 You are responsible for declaring and paying all taxes on your Earnings, and for registering with the Ghana Revenue Authority where required.

10.2 We will deduct and pay to the Ghana Revenue Authority any withholding tax the law requires on payments to you (including under the Income Tax Act, 2015 (Act 896)) and give you a record of it. A payout net of withholding tax fully settles the gross Earning.

10.3 You must give us your TIN (Ghana Card number for individuals) before your first payout. If you are registered for VAT, your Earnings include any VAT due and you must issue us a valid VAT invoice on request.

11. Data protection

11.1 Through the programme you see only a Business's name, town, sign-up date and progress (signed up, set up, active, paying). You never see its sales, customers, stock or money unless the owner gives separate, written consent through CloudyPOS for a stated purpose and period.

11.2 You may use Programme Data only to help that Business with CloudyPOS and to run your part of the programme. You must not copy it in bulk, export it, sell it, combine it with other data, or use it for credit decisions, debt collection or marketing other products, without the owner's consent through CloudyPOS.

11.3 You must keep Programme Data secure, limit it to Partner Persons who need it, and follow Schedule 3. You must tell us within 48 hours of any loss, leak or misuse you know of, and help us deal with it.

11.4 We process your personal data (names, phone numbers, documents, payout details) to run the programme, verify you, pay you, prevent fraud and meet legal duties, as described in our privacy notice. We keep documents privately and only our authorised staff can open them; every opening is recorded. You may ask to see or correct your data at [support email [to be completed]].

11.5 When you stop being a Partner, you must delete Programme Data you hold within 30 days, except what the law requires you to keep.

12. Confidentiality

12.1 Programme Data, our prices before publication, product plans, partner terms other than your own, and anything we mark confidential are confidential. You must not disclose them except to Partner Persons who need them, or where the law requires (and then you must tell us first where allowed).

12.2 This clause survives for 3 years after the programme ends, and without limit for personal data.

13. CloudyPOS name, logo and materials

13.1 We give you a limited, revocable, non-exclusive, non-transferable right to use the CloudyPOS name, logo, links, QR codes and materials we provide, only to promote CloudyPOS under these terms and Schedule 2.

13.2 All rights in CloudyPOS, its software, name, logos and materials stay ours. You must not change them, register anything similar, or suggest we endorse your own products or services. You must stop all use as soon as the programme ends or we ask.

14. Your Partner Persons

14.1 You are fully responsible for everything your Partner Persons do or fail to do in the programme, as if you did it yourself.

14.2 Earnings and payouts belong to the Partner, not to individual Partner Persons. How you share Earnings with your staff is between you and them; CloudyPOS has no obligation to them.

14A. Requests from Businesses and your own services

14A.1 Businesses can use CloudyPOS to ask for help with a loan or financing, an accountant, tax help or bookkeeping ("Request"). Only Partners we have approved for that service see a Request. The Partner that brought the Business to CloudyPOS may be given the first chance to respond, for a limited time; after that, other approved Partners may respond, up to a limit. We decide how Requests are shown and may change this at any time.

14A.2 Before a Business accepts your offer you see only its name, type, town and the Request (and its sales band if the Business chose to share it). If the Business accepts, you may also see the contact details it chooses to share. All of this is Programme Data.

14A.3 Any offer you make must be honest and complete: say clearly what you will do, every fee, interest rate, charge and condition, and how long it will take. You must hold every licence, registration or membership the law requires for the service (for example a Bank of Ghana licence or approval to lend, ICAG membership to practise as a chartered accountant, and any registration required to act as a tax practitioner), keep it in force, and tell us at once if it lapses.

14A.4 Any agreement for your services is only between you and the Business. CloudyPOS is not a party to it. We do not lend money, give financial, tax, accounting or legal advice, check or guarantee your offers or your work, or collect payments for you, and we are not responsible for anything you or the Business do or fail to do under that agreement. You must not suggest otherwise.

14A.5 You must not: ask a Business for any upfront fee to "secure", "process" or "guarantee" a loan unless the fee is lawful, shown in your offer, and charged by a licensed lender; ask a Business to pay anything to CloudyPOS or to a CloudyPOS staff member; offer or accept anything of value to get or steer a Request; or pressure a Business to accept an offer.

14A.6 Use what you learn from a Request only to respond to it and, if accepted, to provide the service the Business agreed to. Do not use it for marketing, credit decisions about other people, or anything else, and do not sell or share it. If your offer is not accepted, or the Business ends the engagement, delete or return the Business's information within 30 days unless the law requires you to keep it.

14A.7 Keep messages through CloudyPOS professional and lawful. We keep records of Requests, offers, messages and outcomes. CloudyPOS staff do not read messages routinely, but may read them to handle a complaint, suspected fraud or misuse, or where the law requires; every such access is recorded.

14A.8 Record the outcome of an engagement honestly and within a reasonable time (for example "loan approved", "loan declined", "work completed"). We may use outcomes, without naming you or the Business, for statistics and to improve the service.

14A.9 Requests are free for Partners for now. We may introduce fees for Requests (for example per offer, per accepted engagement or by subscription) with at least 30 days' notice under clause 19; no fee applies to anything before the change takes effect. Requests do not create Earnings unless your Deal says so.

14A.10 We may stop showing you Requests, hide or withdraw your offers, or end an engagement on the platform if a Business complains, you do not respond in good time, you breach this clause, or we reasonably suspect misuse. This is in addition to clause 16.

15. Messages we send

15.1 You agree to receive programme messages by WhatsApp, SMS, push notification, email and in-app inbox, including sign-in codes, document reminders, earnings, payouts and changes to these terms.

15.2 Messages we send to Businesses on your behalf (for example a set-up reminder) are sent by CloudyPOS, are limited in number, and must only be requested for genuine help.

16. Suspension and ending

16.1 Either side may end your participation at any time by notice in the partner app or in writing. If we end it without cause, we pay Earnings for Qualifying Payments received up to the end date, after their Hold Period.

16.2 We may suspend or end your participation immediately, without liability, if you breach clause 6, 11 or 12, give false information or documents, fail to provide required documents after reminders, lose a licence or membership you relied on, or if we reasonably suspect fraud or a breach of law.

16.3 If we end your participation under clause 16.2, all unpaid Earnings are forfeited, and you must repay Earnings linked to the breach. We may report suspected crimes to the authorities.

16.4 When participation ends, your codes and links stop crediting Businesses, your sign-ins end, and clauses 8.3, 10–14, 17–24 continue.

17. Limits on our responsibility

17.1 The programme, partner app and CloudyPOS are provided "as is". We do not guarantee they will be uninterrupted, error-free or available at any particular time, or that messages (codes, reminders) will be delivered.

17.2 We are not liable for loss of profit, income, Earnings, business, goodwill or data, or for any indirect or consequential loss.

17.3 Our total liability to you for everything related to the programme is limited to the Earnings paid to you in the 3 months before the claim arose.

17.4 Nothing in these terms limits liability that cannot be limited under Ghanaian law, including for fraud.

18. Your responsibility to us

18.1 You will compensate CloudyPOS, its directors and staff for any loss, claim, fine, penalty or reasonable legal cost caused by your breach of these terms, your breach of law, your professional advice or lending decisions, or the acts of your Partner Persons.

19. Changes to these terms

19.1 We may change these terms. We will give at least 14 days' notice in the partner app (and by WhatsApp or SMS for important changes), except where a change is needed sooner for legal, security or fraud reasons.

19.2 The app will ask each Partner Person to accept the new version. Until you accept, we may hold payouts. If you do not accept, you may end your participation under clause 16.1.

20. Notices

20.1 We send notices through the partner app, WhatsApp, SMS or email to the details you gave us. You send notices to [support email [to be completed]] or WhatsApp [to be completed]. A notice is received when sent, unless the sender learns it failed.

21. Records and audit

21.1 You must keep records of how you promoted CloudyPOS and how each Business you referred joined, for 2 years, and give them to us within 7 days of a request. Our system records (sign-ups, payments, Earnings, audit log) are evidence of what happened unless shown to be wrong.

22. Disputes and governing law

22.1 These terms are governed by the laws of the Republic of Ghana.

22.2 Either side must first raise a dispute in writing; senior representatives will try to settle it within 30 days.

22.3 If not settled, the dispute goes to mediation, then if still unresolved to arbitration in Accra under the Alternative Dispute Resolution Act, 2010 (Act 798), before a single arbitrator, in English. The award is final and binding.

22.4 Either side may ask a Ghanaian court for urgent relief (for example to stop misuse of data or the CloudyPOS name) at any time.

23. Assignment

23.1 You may not transfer these terms, your account or your Earnings to anyone else without our written consent. We may transfer them to a company that takes over CloudyPOS or its business.

24. General

24.1 These terms, the Deal and the Schedules are the whole agreement about the programme and replace earlier discussions, promises and messages.

24.2 If any part is found invalid, the rest stays in force and the invalid part is read as closely as the law allows to its intent.

24.3 If we do not enforce a right straight away, we do not lose it.

24.4 Neither side is liable for delay caused by events beyond its reasonable control (for example power or network outages, provider failures, strikes or government action), but Earnings already due remain due.

24.5 If these terms are translated, the English version prevails.

Schedule 1 — Standard earnings

Applies unless your partner page shows different terms. All amounts in Ghana cedis, before any withholding tax.

Partner type	What you earn	For how long	Hold period	Smallest payout
Individual agent	GH₵120 once per Business, on its first Qualifying Payment	Once	14 days	GH₵50
Training organisation	15% of each Qualifying Payment	12 months from the first Qualifying Payment	14 days	GH₵50
Accounting practice	15% of each Qualifying Payment	12 months from the first Qualifying Payment	14 days	GH₵50
Bank or MFI programme	No earnings (partner app access only)	—	—	—

A Business on a free plan, a trial or a 100% discount earns nothing. A Business earns one way only: if your terms change from a fixed amount to a share (or back), a Business already earning under one does not also earn under the other.

Schedule 2 — Brand and marketing rules

• Use only the logo, QR codes, links and messages in the partner app or that we send you; don't edit, stretch or recolour the logo.
• Say you are a "CloudyPOS Partner", never "CloudyPOS", "CloudyPOS staff" or "CloudyPOS office".
• State prices only as shown on the CloudyPOS website on the day; never promise discounts, loans, grants, tax savings or government approval.
• No paid adverts, sponsored posts or search ads using the CloudyPOS name without our written approval.
• Send messages only to people who know you or asked to hear from you, and stop when asked.
• Training classes may use a class code; tell attendees they are free to choose any software.

Schedule 3 — Data handling rules

• Sign in only with your own phone; never share your sign-in code or let someone else use your session.
• Lock your phone with a PIN or fingerprint; sign out on all phones from the app if a phone is lost.
• Don't screenshot, print or forward lists of Businesses except to help that Business.
• Never ask a Business owner for their CloudyPOS password, PIN, sign-in code or Mobile Money PIN.
• Report any loss, leak or misuse to [support email [to be completed]] within 48 hours.
• Delete Programme Data within 30 days when you leave the programme.