Last-Mile Ambassador (LMA) Terms of Engagement

Appointment of Ambassador

Subject to the terms of this Agreement, the Ambassador is hereby appointed an independent Ambassador with limited authority to solicit, on behalf of Luca Technologies Limited, Merchants for Luca. Such solicitation may occur in person, online, or through any other method that meets the requirements of this Agreement and which has been agreed to in advance by Luca.

Scope of Agency Relationship

• The parties acknowledge and agree that the agency relationship established by this Agreement is for the purpose of getting more merchants to sign up to use the Luca platform and for such other services as may be agreed on by both parties.
• Any transaction entered on behalf of Luca not expressly referred to in this agreement and done without the consent of Luca shall in no way be binding on Luca.
• Ambassadors are hereby prohibited from representing Luca in any manner or any account not associated with this agreement.
• Ambassadors acknowledge and agree that the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that the Ambassador is an independent contractor with respect to the services provided by it under this Agreement.
• Ambassadors shall give prompt, courteous and efficient service to the public and all business dealings with members of the public will be governed by the highest standards of honesty, integrity and fair dealing.
• Ambassadors will do nothing, which would tend to discredit, dishonour, reflect adversely upon or in any manner injure the reputation of Luca.

Acceptance of Ambassador Appointment

• Ambassador hereby accepts the appointment by Luca as its authorized Ambassador to solicit customers (“Merchants”) for the Luca Services, subject to the terms and conditions of this Agreement.
• During the term of this Agreement, unless otherwise instructed by Luca, Ambassador may refer to itself as a Luca Authorized Ambassador, but solely in connection with the marketing of Luca Services to Merchants as contained in this Agreement.

Payment of Commissions

• Unless otherwise agreed in writing by Luca, the only commissions or other compensation due to the Ambassadors are those commissions payable pursuant to Section 5 below.
• Activation commissions for Merchants who register through an ambassador will be paid to the Ambassador on a monthly basis.
• A once-a-week payment would be made to Ambassadors every Friday by 4pm for commissions that accrue from transactions for the week. Luca will use reasonable efforts to calculate and pay commissions.
• Referral codes will be given to every Ambassador and the code will be unique to every Ambassador.
• Referral codes will be used in monitoring the number of merchants who register through the Ambassadors.
• Every merchant who signs up on the Luca platform will be required to provide the referral code unique to the Ambassador who referred. All Ambassadors are expected to communicate this with prospective customers ("Merchants").
• In any instance, where the referral code is missed, the Ambassador can contact Luca for rectification and provide the necessary details to link the Ambassador with the Merchant. The rectification will be done, and the commission paid at the sole discretion of Luca.
• Any activation commission paid by Luca to Ambassador shall be refunded if Luca determines in its sole discretion that the Account was obtained as a result of fraud, misrepresentation, misleading information, or other material departure from Luca's stated policies, practices or marketing positions as they may change from time to time.
• Any credit issued to any Merchant to resolve any issue caused by Ambassador making any misleading, improper or inaccurate representation, such as implying that the Merchant may be given a price plan or discount that is not authorized in Luca's published price lists may be set off against any commission amounts owed to Ambassador under this Agreement.
• It is agreed by Ambassador that any activation commissions or bonus payments due Ambassador may be retained by Luca to offset any debts owed to Luca by Ambassador.
• In the event that Ambassador files any bankruptcy proceeding or has such a proceeding filed against it, Ambassador specifically agrees that Luca's right to offset as described herein shall continue unabated.
• Unless otherwise agreed in writing by Luca, no commissions or other compensation will be paid for registration by any person or entity that was a Luca customer.
• Luca has no liability to an ambassador for commissions from usage by a Merchant if the Ambassador knowingly solicits such a Merchant who uses the Luca Services for transactions which are illegal.
• Luca also has no obligation to pay commissions in any instance where the Ambassador is knowingly involved in any deceitful or fraudulent activity.
• Luca has no liability to pay commissions on any sales not made in accordance with the terms of this Agreement. Luca may deduct from any amounts due Ambassador; amounts which Ambassador may owe to it under this Agreement or otherwise.

Calculation of Commissions

• You can earn ₦500 (Five Hundred Naira only) for every merchant that has signed up using your referral code, pays for an initial subscription on the Luca Business Performance Module for the initial monthly subscription of ₦3,000 (Three thousand naira only).
• A bonus of ₦5,000 (Five thousand Naira only) will be paid to Ambassadors who register up to 15 (fifteen) paid merchants in a month.
• You will be eligible to earn ₦700 (Seven Hundred Naira only) for every merchant registered with your referral code that renews their subscription on the Luca Africa App, subject to the Ambassador maintaining "Active Ambassador Status".
• Additionally, you will receive ₦500 naira commission for each merchant who register their business with Corporate Affairs Commission (CAC) using your referral code
• You will also earn a 3% commission on each merchant's subscription for the staff management module. For instance, if the total paid on Staff Management is ₦27,000; your earning in that month will be 3% x ₦81,000 = ₦2,430
• As an ambassador, you earn an equivalent of ₦25 per unique unit of stock taking (₦5,000 for 200 unique units of stock taking, typically within a few hours). This involves helping prospective new and existing merchants add or update their products to the Luca Africa app.

Term and Termination

• The term of this Agreement begins the first day of the month following the execution of this Agreement by both parties ("Effective Date") and continues except an occasion for termination based on 7c below occurs.
• Either party may terminate this Agreement with or without cause at any time upon seven (7) days prior, written notice to the other party.
• Luca may terminate, this Agreement with cause in the following instances:
  1. for breach by Ambassador of any provision of this Agreement;
  2. Where Luca discovers any Irregular Marketing Activity by Ambassador, which involves the Ambassador sending any message which is illegal, obscene, indecent, threatening or harassing, including but not limited to, the transmission of unsolicited messages, or messages which infringe any third party's proprietary right, or any other Irregular Marketing Activity. For the purpose of this agreement "Irregular Marketing Activity” means any activity that constitutes a clear and material breach or is otherwise clearly and materially inconsistent with the terms of this Agreement or which in Luca's reasonable judgment, would harm Luca's reputation if it were publicly known. Irregular Marketing Activity includes without limitation those activities referred to in this Agreement as Irregular Marketing Activities.
  3. immediately upon notice of any unethical conduct by Ambassador including, but not limited to, offering or providing to any Luca employee any financial or other incentive for the purpose of obtaining customer leads or other information not ordinarily provided by Luca to its Ambassadors which is deemed to, be beneficial to the Ambassador;
  4. If the use of the Luca Services by Ambassador is deemed to be for any illegal purpose.
• If Luca terminates this Agreement for cause, the Ambassador waives all claims for any expected commissions or profits made in connection with this Agreement.
• Upon the expiration or termination of this Agreement, the Ambassador shall immediately discontinue solicitation of Merchants for Luca.
• Upon termination of this Agreement, any permission or right to use the Luca brand granted under this Agreement will cease to exist and Ambassador will immediately cease any use of such and immediately cease referring to itself as a Luca authorized Ambassador.

Confidentiality

• At no time during or after the termination of this Agreement may any Ambassador use any Confidential Information for any purpose other than to solicit customers for the Luca Services.
• For purposes of this Agreement, "Confidential Information" means information disclosed by Luca ("Owner") to the Ambassador ("Recipient") which relates to the subject matter of this Agreement, including, but not limited to customer, business and/or technical information and data, or which, although not related to such subject matter, is nevertheless disclosed. as a result of the parties' discussions in that regard, and which, in any case, is disclosed by the Owner to the Recipient in a document or other medium deemed and/or marked “confidential”.
• During the Term of this Agreement, the Recipient may use the Confidential Information of the Owner only for the purpose of this Agreement and shall protect such Confidential Information from disclosure to others.
• The terms and conditions of this Section will survive the termination of this Agreement.

Limitation of Liability

• Luca’s liability to its Ambassadors is limited to its obligations to pay commissions as described in this agreement. Luca shall not be liable for damages, by reason of any act or omission in its performance under this agreement.
• Luca has no liability to an Ambassador for lost revenue, lost profit or commissions that might have been earned hereunder but for the inability or failure of Luca to provide service to any person solicited by the Ambassador, or in the event of discontinuation of modification of the Luca services.

Indemnification

Ambassador shall indemnify and hold harmless Luca, its affiliates, employees, officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable legal fees arising directly or indirectly from breach of this Agreement, negligent acts or omissions, or willful misconduct of the Ambassador.

Resolution of Disputes

Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation will be settled by Arbitration. The costs of arbitration, including the fees and expenses of the arbitrator, will be shared equally by the parties unless the arbitration award provides otherwise.

Force Majeure

Luca will not be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform its obligations under this Agreement is as a result of;

• compliance with any law, ruling, order, regulation or requirement of any government agency or court of competent jurisdiction;
• acts of God;
• acts or omissions of the other party;
• fires, strikes, war, insurrection or riot;
• or any other cause beyond the party's reasonable control.

Governing Law

This agreement shall be governed by the laws of the Federal Republic of Nigeria.