1. Definitions
“Program” means the Gbeya Affiliate & Channel Partner Program. “We”, “us”, “our” and “Gbeya” mean the operator of the Program. “You” and “Affiliate” mean the person or entity that applies to or participates in the Program.
“Affiliate Link” means the unique tracking URL/referral code we assign to you. Only conversions attributed by OUR tracking system are recognized, and our tracking records are the sole and definitive basis for calculating commission, absent our determination of manifest error.
“Referred Customer” means a new Gbeya customer who was not already a customer, and was not already in an active signup or sales process with us, at the time they first click your Affiliate Link.
“Attribution / Cookie Window” means the sixty (60) day period after a Referred Customer’s last click on your Affiliate Link during which a resulting paid subscription may be attributed to you, on a LAST-CLICK basis. We are not liable for lost attribution caused by the customer clearing cookies, using another device or browser, ad-blockers, privacy settings, or an intervening click on another affiliate’s link.
“Qualified Sale / Qualified Referral” means a transaction in which a Referred Customer (a) clicks your Affiliate Link; (b) completes a paid purchase attributed to that link within the Attribution Window; (c) passes our fraud and eligibility checks; and (d) whose payment we ACTUALLY RECEIVE AND RETAIN — net of refunds, returns, cancellations, chargebacks, disputes, discounts, taxes and payment-processing fees — through the applicable Hold Period.
“Net Revenue” means the amount we actually receive and retain from a Qualified Sale, excluding taxes, discounts, refunds, chargebacks, and third-party processing/gateway fees.
“Commission” means the amount you may earn on a Qualified Sale, calculated solely on Net Revenue at your then-current tier rate. “Hold / Clearing Period”, “Reserve”, “Clawback”, and “Tier” have the meanings given below.
2. Enrollment, eligibility and one account
We may approve, reject, suspend or remove any applicant or Affiliate in our sole and reasonable discretion, with or without reason. Acceptance does not entitle you to participate in any other program we offer.
You represent that you are at least 18 (or the age of majority where you live), have authority to enter this Agreement and to bind any entity you represent, and are not a current employee or contractor of ours (or their immediate family) unless we agree in writing.
You may hold ONLY ONE affiliate account per person or legal entity. Creating, operating or controlling multiple accounts, or using another’s identity, is grounds for immediate termination and forfeiture of all commission.
You must keep your contact, payout and tax information accurate and current. We may withhold or, after six (6) months of non-provision, forfeit commission where required information is missing, inaccurate, or where required tax documentation is not completed.
3. How commission is earned — payment received and retained
Commission is earned ONLY on Qualified Sales. It is never earned on a signup, a free trial, a pending or uncollected charge, a self-referral, or any payment we do not actually receive and keep. This is the core of the Program: we only ever owe you out of revenue we actually collected and retained.
Commission is attributed on a LAST-CLICK basis to the last Affiliate Link clicked within the Attribution Window. We do not pay multiple commissions on one transaction; where multiple affiliates or channels are involved, the last click controls.
We determine, in our reasonable discretion, whether any click, referral or transaction is valid and qualifying, and our tracking data is definitive. Any commission-crediting dispute must be raised in writing within thirty (30) days of the transaction; requests after that are automatically denied.
Non-qualifying and excluded transactions include, without limitation: pre-existing customers or those already in a signup/sales process; transactions procured through fraud, cookie-stuffing, forced clicks, bots, fake/AI-generated or incentivised signups, spam, trademark bidding, or unauthorized coupons; self-referrals and purchases by accounts you own, administer or pay for; and transactions later refunded, charged back, cancelled or not collected.
4. Clearing / hold period
Each commission accrues as PENDING when a Referred Customer pays, and becomes eligible for approval only after a Hold Period during which the refund/chargeback window can run: thirty (30) days for a renewal, and sixty (60) days for a referral’s FIRST payment (a new payment method on a new account carries the highest reversal risk). We may extend a hold where fraud, refunds or chargebacks are reasonably anticipated.
No commission is payable during its Hold Period. Approval does not waive our clawback rights (§6).
5. Rolling reserve
We retain a rolling reserve of twenty percent (20%) of your earnings that are still inside the one-hundred-twenty (120) day card-chargeback window, as security against reversals that arrive after we have paid you. The reserve is released automatically as those earnings age out of the window; nothing is withheld permanently.
6. Refunds, chargebacks, clawback, negative balance and offset
If any transaction on which a commission was calculated is refunded (in whole or in part), charged back, cancelled, disputed, reversed or not collected — whether before OR AFTER we paid you — the associated commission is automatically reversed. A partial refund reverses the commission proportionally.
A reversal on a commission not yet paid reduces or cancels it. A reversal on a commission we ALREADY paid creates a debit (a “clawback”) that may take your balance NEGATIVE. We set off negative balances against your current and future commissions.
If a negative balance is not cleared by future earnings within ninety (90) days, or on termination, you agree to repay the outstanding amount to us within thirty (30) days of our written request. We may maintain a reserve, delay payment, or withhold commission where we reasonably anticipate refunds, chargebacks, fraud or breach. Our determination of amounts subject to clawback is final absent manifest error.
Where a chargeback or dispute we reversed is later resolved in our favour and we keep the funds, we will reinstate the corresponding commission.
7. Payment terms, minimum payout, currency and unclaimed funds
Commission becomes payable only after (a) its Hold Period has elapsed, (b) we have actually received and retained the customer’s payment, (c) it is released net of the rolling reserve, and (d) your releasable balance meets the minimum payout of fifty US dollars ($50 USD) (or the equivalent in the payout currency). Balances below the minimum carry forward until the minimum is met — they are not forfeited for being small.
Payouts are made to the payout method you provide, in the currency the commission was earned in; one payout settles one currency. You are responsible for all payment-processor and currency-conversion fees. We do not execute your payout automatically — you request it and we process it after the checks above.
Our obligation to pay is contingent on our actual receipt and retention of the corresponding customer payment. Commission that remains unclaimable for more than twenty-four (24) months because of invalid, missing or unverifiable payout/tax details is forfeited to the extent permitted by law.
8. Graduated tiers — you rise on QUALITY, not volume
You start on the Standard tier at twenty-five percent (25%) commission and graduate automatically as you deliver quality: Standard 25% → Silver 30% → Gold 35% → Platinum 40%.
Promotion is based on QUALIFIED CONVERSIONS — distinct referred workspaces that paid and whose payment cleared and was not reversed — AND on keeping your reversal (refund/chargeback) rate below a ceiling that tightens as you climb. Indicative thresholds (which we may adjust under §18): Silver from 3 qualified conversions with reversals at or below 15%; Gold from 10 with reversals at or below 12%; Platinum from 25 with reversals at or below 10%.
Fake, bot, incentivised, self-referred, refunded and charged-back referrals do NOT count toward a tier and can hold you back or get you suspended. Tier is determined at our sole and reasonable discretion on qualified volume AND quality, re-evaluated as your results change. We may set, adjust, or in cases of quality deterioration reduce a tier, and may set a bespoke rate for a specifically negotiated partner. No single payment will ever pay out more than the customer paid; total commission across all levels is capped.
9. Sub-affiliate override
If we enable sub-affiliate participation and you introduce another approved affiliate beneath you, you may earn a small override (currently five percent, 5%) on that affiliate’s qualifying sales, subject to the same hold, reserve, clawback and fraud rules. The override never causes total commission on a sale to exceed the program cap.
10. Prohibited conduct and fraud
You must not, and must not permit others to: engage in cookie-stuffing, forced clicks, iframe/pixel injection, adware/toolbars, or redirect injection; self-refer or refer accounts you own, control or pay for; use bots, automated, purchased, incentivised, or fake/AI-generated traffic, signups or accounts; bid on our brand or trademark terms or misspellings in paid search, use our marks in ad copy/display URLs, run direct-to-checkout brand ads, typosquat, or operate unauthorized coupon sites; send spam or unsolicited email/SMS; or make any false, misleading, exaggerated or unsubstantiated claim, earnings/income claim, or guarantee about Gbeya.
We may review traffic and referral quality and hold, reject, reverse, void or permanently FORFEIT any commission — paid or pending — associated with fraudulent, invalid, or terms-violating activity, and may suspend or terminate you, at our sole and reasonable discretion, with our tracking data as sufficient evidence. A partner whose referred revenue reverses at an abusive rate is suspended automatically pending review; suspension stops your link tracking and attributing so no further exposure accrues, and never deletes your honest earned balance.
11. Independent contractor
The parties are independent contractors. Nothing here creates any partnership, joint venture, agency, franchise, fiduciary or employment relationship. You have no authority to make offers or representations on our behalf, to enter contracts, or to create any obligation binding on us, and you will not represent otherwise. You are solely responsible for your own taxes, expenses, personnel and equipment, and control your own methods of promotion.
12. Disclosure, advertising standards and platform rules (FTC and equivalents)
You must clearly and conspicuously disclose your material connection to us in every promotion — e.g. “#ad”, “#sponsored”, “affiliate link” or “paid partnership” — placed where the audience will see it before acting (the first lines of a caption; on-screen/verbal early in a video), using unambiguous language. Vague tags are not sufficient.
You must not make any claim about Gbeya that we could not ourselves substantiate, and must not make guarantees of results, savings or income. You must comply with the endorsement, advertising and consumer-protection law of every market you promote in — including, as applicable, the US FTC Endorsement Guides; in Canada, the Competition Act and Competition Bureau influencer-marketing guidance; in the UK, the CAP Code (ASA) and the CMA’s rules on hidden advertising; across the EU/EEA, national law implementing the Unfair Commercial Practices Directive; and in Australia, the Australian Consumer Law (ACCC) — and with the terms and policies of every platform (Google/Bing Ads, Meta, TikTok, YouTube, etc.) you use. We may require specific disclosure language, review and audit your content, require corrective edits or takedowns, and suspend, withhold commission from, or terminate you for non-compliance.
13. Data protection and anti-spam
You must comply with all applicable data-protection laws — including the EU/UK GDPR, Canada’s PIPEDA (and Quebec’s Law 25), the Australian Privacy Act (APPs), California’s CCPA/CPRA, and the Nigeria Data Protection Act — and obtain all legally required consents, including prior cookie/tracking consent, before collecting or transmitting any personal data used for referral. You must not build behavioural profiles of, or re-target, our users; must not sell, share or combine personal data received through the Program beyond the referral relationship; and, where you process data on our behalf, will comply with a data-processing addendum on request.
You must comply with all applicable anti-spam laws — including the US CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL, and its express-consent requirement), the EU ePrivacy Directive and UK PECR, and Australia’s Spam Act 2003. You must not use purchased, rented, harvested or scraped lists, or send to anyone without the legally required consent; every commercial message must have accurate headers and sender identity, a valid physical address, and a working, promptly honoured unsubscribe. You must not identify Gbeya as sender or promoted party in any email without our prior written approval of the consent basis and content.
14. Taxes, tax documentation and withholding
You are solely responsible for all taxes on your commission. Before any payment you must provide valid tax documentation — e.g. IRS Form W-9 (US persons) or W-8BEN/BEN-E (non-US persons); a Canadian SIN/Business Number for CRA reporting (T4A for residents, NR4 for non-residents); an Australian Business Number (or a valid no-ABN reason); a UK/EU tax or VAT identifier where applicable — and any other tax registration/ID required where you operate, and keep it current.
We may withhold ALL payment until valid tax documentation is received, and may deduct and remit any legally required withholding (including US backup withholding, non-resident withholding in the US, Canada, the UK and Australia, and Nigeria withholding tax); the net amount is your entitlement. Commission is exclusive of any VAT/GST/HST (including Canadian GST/HST and Australian GST), which is your responsibility unless the law requires us to account for it. You indemnify us for taxes, interest and penalties arising from tax information you provided.
15. Sanctions, AML and KYC
You represent and warrant, on a continuing basis, that neither you nor any owner/beneficiary is on the US OFAC SDN list, a Canadian sanctions list (administered by Global Affairs Canada under SEMA/JVCFOA), the UK (OFSI) consolidated list, an EU consolidated sanctions list, the Australian (DFAT) Consolidated List, or any UN sanctions list, and that you are not located, resident or organized in a comprehensively sanctioned jurisdiction. You must not participate in, or route referrals or payments through, sanctioned persons or jurisdictions.
You must provide identity and payout-KYC information on request. We may screen affiliates and payees against sanctions lists and may suspend, block, terminate, and withhold or forfeit payment on a screening hit or reasonable suspicion, with no liability to us. You must notify us immediately if you become subject to sanctions.
16. Brand licence and confidentiality
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, REVOCABLE licence to use only the names, logos and creative assets we make available, unmodified, solely to promote us, and in line with our brand guidelines. You gain no ownership in our marks; all goodwill inures to us. You may not use our marks in any business/domain name, subdomain, URL, social handle, app name, or paid-search keyword/ad copy without our prior written consent, and must cease all use immediately on our request or on termination.
You will keep confidential all non-public information you access through the Program (including commission rates, customer/prospect data, pricing, roadmap and program mechanics), use it only to participate, protect it with at least reasonable care, and not disclose it except as strictly required by law with prior notice to us where lawful. On termination or request you will return or destroy it. These obligations survive five (5) years (indefinitely for personal data and trade secrets).
17. Representations, warranties and indemnity
You represent, warrant and covenant on a continuing basis that: you have authority to enter and perform this Agreement; all information you provide is accurate and not misleading; your activities and properties comply with all applicable laws (including the FTC Endorsement Guides, privacy and anti-spam laws, and consumer-protection/advertising rules); you will not engage in any prohibited conduct in §10; you own or are licensed for all content and marks you use; and you are not a sanctioned or prohibited person.
You will indemnify, defend and hold us harmless from any third-party or regulatory claim, loss, penalty or expense (including reasonable legal fees) arising from your participation, your promotional activities, your content, your breach of this Agreement, or your violation of law.
18. Our right to modify the program and these terms
We may modify this Agreement, the Program, commission rates and structures, tiers and thresholds, hold and reserve periods, and any other program mechanic AT ANY TIME, at our sole and reasonable discretion, effective on posting or notice. Changes do not reduce commission you have already earned and cleared. Your continued participation after a change constitutes acceptance; if you do not agree, your sole remedy is to stop participating and terminate. We may re-prompt you to re-accept a materially updated agreement, and may require re-acceptance as a condition of continued participation.
19. Suspension, termination and survival
Either party may terminate at any time, with or without cause, effective on fifteen (15) days’ written notice (or immediately by us for cause). Cause includes any breach, prohibited conduct, fraud, reputational harm, insolvency, or violation of law.
On termination by us for cause, or by you for any reason, you forfeit all pending and unpaid commission and your right to future commission ends as of termination. On termination by us without cause, we will pay commission on Qualified Sales recognized within thirty (30) days after termination, subject to the Hold Period, reserve and clawback. On termination you must immediately stop using our marks and Affiliate Links and remove promotional materials within three (3) business days.
The sections on commission reversal/clawback, negative-balance recovery, confidentiality, representations, indemnity, limitation of liability, taxes, and governing law survive termination.
20. Disclaimers and limitation of liability
The Program and our tracking are provided “AS IS”. We do not warrant that tracking will be uninterrupted or error-free. To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits or lost attribution, and our total aggregate liability under this Agreement will not exceed the lesser of the commission we paid you in the three (3) months before the claim, or one thousand five hundred US dollars ($1,500).
21. Governing law, arbitration and class-action waiver
This Agreement is governed by the laws of the jurisdiction we designate in our program materials, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved exclusively by final and binding individual arbitration before a single arbitrator under the rules of a recognized arbitral body in our designated venue; judgment on the award may be entered in any court of competent jurisdiction.
YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The parties waive any right to a jury trial. Either party may still seek injunctive/equitable relief in court for intellectual-property or confidentiality breaches. Any claim must be brought within one (1) year of accrual or it is permanently barred. (Enforceability of arbitration and class-waiver terms varies by jurisdiction and is subject to applicable local law.)
22. General
Both parties may work with and promote competing products; nothing here is exclusive, and nothing limits our right to sell directly or indirectly to any current or prospective customer. If any provision is held unenforceable, the rest remains in effect. No waiver is implied by delay or partial exercise. You may not assign this Agreement; we may assign it freely. This Agreement, with any program materials it references, is the entire agreement between the parties on this subject and supersedes prior understandings.
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