Referral Partner Agreement — Pilot

1. Pilot and appointment.

KhayaHR appoints the Partner as a non-exclusive referral partner in the KhayaHR referral pilot. The Partner must be a South African business or sole proprietor, aged 18 or older, with a South African bank account, and must not be a KhayaHR employee or contractor. The Partner is an independent contractor, not an agent, employee or partner of KhayaHR. The Partner cannot bind KhayaHR and may not make promises about KhayaHR's product, prices or terms.

2. How referrals work.

The Partner refers employers only by sharing its unique KhayaHR link or code. Each employer signs itself up. The Partner must not send KhayaHR anyone's contact details, prospect lists, ID numbers, or worker, payroll, resident or estate information, and KhayaHR will not accept them.

3. Qualifying referral.

A qualifying referral is a new employer that:

• (a) signs up using the Partner's link or code, or is attributed to the Partner under clause 3A;
• (b) was not already a KhayaHR customer, did not have a KhayaHR trial in the last 6 months, and was not a KhayaHR lead in the last 90 days; and
• (c) starts a trial within 60 days of first using the Partner's link and becomes a paying customer within 90 days of starting the trial.

The first valid link or code recorded at sign-up wins, and attribution doesn't change afterwards, except under clause 3A. KhayaHR decides attribution from its records, acting reasonably and in good faith. The Partner may query a statement in writing within 30 days of receiving it.

3A. Referrals where the code was not captured at sign-up.

• (a) If an employer was referred by the Partner but the Partner's link or code was not captured when the employer signed up, KhayaHR may credit the referral to the Partner on the basis of an admin record of how the referral was made. The record must be made within 60 days of the employer's sign-up, by a KhayaHR admin who is not connected to the Partner.
• (b) KhayaHR tells the employer in writing about the proposed credit. The employer has 14 calendar days from the day it is told to object. If the employer objects, the referral is not attributed to the Partner and no fee is earned on it.
• (c) KhayaHR may reverse a wrong attribution. Any fee paid on it is clawed back if it was earned in the 3 months before the reversal, or at any time if the attribution resulted from the Partner's fraud or dishonesty.
• (d) Until the objection period in clause 3A(b) has ended, the employer is not identified on the Partner's statements or dashboard and is shown only as a referred company.

4. Fee.

• KhayaHR pays a once-off fee of R70 per employee on the referred employer's account. The employee count is the billed employee count on the employer's 2nd paid monthly invoice, or on its annual prepayment invoice. The fee is capped at 50 employees per referred employer (a maximum of R3,500). Larger accounts are agreed case by case, in writing.
• The fee is earned once the employer's 2nd monthly subscription payment has cleared, or once one annual prepayment has cleared. For a referral credited under clause 3A, the fee is earned on the later of that payment clearing and KhayaHR confirming the Partner's credit after the objection period in clause 3A(b) has ended without an objection.
• If, within 3 months after the fee is earned, the employer cancels, stops paying or is refunded, the fee is clawed back by deducting it from the Partner's future payouts. It is never invoiced back in cash.
• Fees are earned on the monthly or annual subscription only. No fee is earned on later headcount growth, UIF services, Khaya Connect unlocks, credit packs or any other product.
• Fees never change the referred employer's price.
• No fee is payable on self-referrals: the Partner's own business or household, any employer the Partner (or its owner or director) owns or directs, or the Partner's own employees, unless KhayaHR agrees otherwise in writing.

5. Statements and payment.

• KhayaHR works out fees from its own subscription payment records. Each month it sends the Partner a statement showing totals only: the number of qualifying referrals, fees earned, clawbacks and the balance. Statements don't name employers or show their account status, headcount, payroll or worker details.
• If the Partner queries a fee, KhayaHR may give a reference number that doesn't identify the employer, and handles the query confidentially.
• KhayaHR pays by monthly EFT, by the 15th of the month after the fee is earned, once the Partner's balance reaches R300. Smaller balances carry forward.
• Before the first payout, the Partner gives its legal name, registration number (if any), SARS income tax reference, VAT status and bank details with proof of account. KhayaHR verifies the banking details before paying.
• If the Partner's bank details change, KhayaHR holds the next payout until the Partner confirms the change. KhayaHR may release a held payout after calling the Partner back on the phone number already on file for the Partner (not a number given with the change).
• KhayaHR deletes the Partner's bank details 5 years after the later of the last payout to the Partner and the closure of the Partner's account.
• The Partner sends KhayaHR a monthly invoice or, if the Partner is not a VAT vendor and agrees, KhayaHR issues a statement instead. Amounts in this agreement are the total KhayaHR pays, including any VAT if the Partner is a VAT vendor. Each party is responsible for its own tax, and KhayaHR may withhold or report any tax the law requires.

6. Disclosure and conduct.

• Before sharing its link or code with anyone, the Partner must tell them in writing that it may receive a fee from KhayaHR. Model wording: "I may receive a once-off referral fee from Khaya HR if you sign up. It doesn't change your price."
• Accountants, bookkeepers, tax practitioners and property practitioners must also follow their professional body's or the PPRA's rules, and property practitioners must confirm to KhayaHR that they may accept the fee. KhayaHR may ask for proof.
• The Partner may use only KhayaHR-approved materials and pricing wording ("from R49 per employee per month"), and must not make false or misleading claims about KhayaHR (Consumer Protection Act) or comparative claims about competitors.
• The Partner may send electronic marketing (email, SMS, WhatsApp) about KhayaHR only as POPIA section 69 allows, and must honour every opt-out. No spam, and no bought, bulk or scraped lists.
• No gifts, payments or other inducements to referred employers or their staff. The Partner must comply with the Prevention and Combating of Corrupt Activities Act.

7. Personal information and incidents.

• Each party is a separate responsible party for its own processing of personal information and must comply with POPIA.
• If a party has reasonable grounds to believe that personal information connected with this pilot has been accessed or acquired by an unauthorised person, it must tell the other in writing immediately, and in any event without undue delay, saying what happened, what information is involved and what is being done, with updates as it learns more. Where one party processes personal information on the other's behalf, it must notify the other immediately, as POPIA section 21(2) requires.
• Each party keeps its own duty to notify the Information Regulator and affected people, and must not delay those notices to consult the other.
• The Partner may use statement information only to check its fees, and must keep it confidential.

8. Brand.

During the term, KhayaHR gives the Partner a limited, non-transferable licence to use KhayaHR's name and approved materials, unchanged, solely to make referrals. The licence ends when this agreement ends.

9. Term and ending.

• This agreement runs until either party ends it on 30 days' written notice. KhayaHR may change or close the pilot on 30 days' written notice; referrals already in progress keep the terms that applied when they started.
• KhayaHR may end this agreement immediately if the Partner commits fraud or materially breaches clause 2, 6 or 7, and need not pay fees on referrals connected with that breach.
• When this agreement ends, fees already earned are paid (less clawbacks), even if the balance is under R300, by the 15th of the month after the last clawback period closes.
• A Partner account with no activity for 12 months is closed and any balance is paid out.

10. Liability.

• (a) Neither party is liable to the other for indirect or consequential loss.
• (b) Each party's total liability to the other under this agreement, including under clause 10(d), is limited to R5,000 in total over any 12-month period.
• (c) These limits don't apply to fees earned and still unpaid; fraud, dishonesty, wilful misconduct or gross negligence; or anything the law doesn't allow to be limited.
• (d) Each party indemnifies the other against claims by third parties, and reasonable costs, arising from its breach of clause 6 or 7. The party claiming must tell the other promptly, let it handle the defence and any settlement, not admit liability without its consent, and cooperate reasonably.

11. General.

South African law applies. This is the whole agreement between the parties. Changes are valid only in writing, but KhayaHR may change the fee terms for future referrals on 30 days' written notice. Each party keeps the other's non-public information confidential. Acceptance by electronic signature or by ticking the online box is valid and binding (Electronic Communications and Transactions Act).