This Terms and Conditions Agreement (“Agreement”) governs participation in the reseller and sales partner program operated by Edencore Software Systems Limited (“Edencore”, “Company”, “we”, “our”, or “us”).

By registering as a reseller, sales partner, affiliate, agent, marketer, or representative on the Edencore platform, you (“Partner”, “Reseller”, or “User”) acknowledge that you have read, understood, and agreed to be legally bound by these Terms and Conditions.

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1. PURPOSE OF THE PROGRAM

The Edencore Reseller and Sales Partner Program enables approved individuals and organizations to market, promote, refer, and facilitate the sale of Edencore software products and services in exchange for commissions subject to the terms outlined herein.

Participation in the program does not create an employment relationship, partnership, joint venture, agency, or franchise between the Partner and Edencore.

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2. ELIGIBILITY

To participate in the program, a Partner must:

• Be at least eighteen (18) years of age;
• Provide accurate and verifiable registration information;
• Maintain valid payment and identification details where required;
• Operate lawfully within their jurisdiction;
• Agree to comply with all applicable laws, regulations, and tax obligations.

Edencore reserves the right to approve, reject, suspend, or terminate any application at its sole discretion.

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3. COMMISSION STRUCTURE

Partners may earn commissions on qualifying sales of Edencore software packages and services.

A commission shall only be deemed payable when ALL of the following conditions have been satisfied:

• The customer has completed full payment for the software or service;
• The transaction has been verified and approved by Edencore;
• The project, subscription, deployment, or contract has been successfully confirmed or sealed;
• The customer payment has cleared through the relevant financial institution;
• Any applicable refund, dispute, or verification period has elapsed;
• All applicable taxes, bank charges, transfer fees, processing fees, currency conversion fees, and transactional costs have been deducted.

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4. NO PAYMENT FOR UNSUCCESSFUL OR FRAUDULENT DEALS

Commissions shall NOT be paid for:

• Cancelled transactions;
• Refunded transactions;
• Fraudulent transactions;
• Duplicate referrals;
• Self-referrals unless expressly authorized;
• Fake leads or fabricated clients;
• Transactions involving stolen payment methods;
• Unverified or disputed payments;
• Deals that remain incomplete or unpaid;
• Transactions obtained through deception, coercion, spam, or unlawful marketing methods.

Edencore reserves the right to withhold, reverse, suspend, or permanently cancel commissions associated with suspicious or fraudulent activity.

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5. FRAUD PREVENTION AND INVESTIGATION

To protect the integrity of the platform and business operations, Edencore may investigate any reseller activity suspected of fraud, abuse, manipulation, or misconduct.

Prohibited activities include but are not limited to:

• Impersonating Edencore employees or representatives;
• Misrepresenting software capabilities, pricing, or services;
• Creating fake customer accounts or fake transactions;
• Manipulating commission systems;
• Unauthorized discounts or price alterations;
• Identity theft or falsification of customer information;
• Unauthorized use of Edencore branding or intellectual property;
• Money laundering or illegal financial activities;
• Submission of false invoices, contracts, or proof of payment.

Where fraud or abuse is suspected, Edencore may:

• Suspend reseller accounts immediately;
• Delay commission payments pending investigation;
• Reverse previously issued commissions;
• Restrict platform access;
• Report activities to relevant authorities;
• Pursue legal action and financial recovery where applicable.

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6. PAYMENT TERMS

Commission payments shall be processed according to Edencore’s payment schedule and internal verification procedures.

Payments may be made via approved payment methods determined by Edencore.

The Partner acknowledges and agrees that:

• Payment timelines may vary depending on verification procedures;
• Delays may occur due to banking, compliance, tax, or technical processes;
• Minimum payout thresholds may apply;
• Partners are responsible for ensuring accurate payment details;
• Edencore shall not be liable for payment failures caused by incorrect banking or account information supplied by the Partner.

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7. TAXES AND DEDUCTIONS

All commissions are subject to applicable:

• Government taxes;
• Withholding taxes;
• Banking charges;
• Currency conversion fees;
• Transaction processing fees;
• Regulatory deductions;
• Other applicable financial obligations.

The Partner is solely responsible for reporting and paying any personal, corporate, or business taxes arising from commissions received.

Edencore may deduct any applicable taxes or legally required charges before payment processing.

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8. INTELLECTUAL PROPERTY

All software systems, trademarks, logos, branding materials, website content, marketing assets, documents, and technologies belonging to Edencore remain the exclusive property of Edencore Software Systems Limited.

Partners shall not:

• Modify or reproduce proprietary software without authorization;
• Use Edencore branding deceptively;
• Claim ownership of Edencore products;
• Register domains, trademarks, or social media pages impersonating Edencore.

Unauthorized use of intellectual property may result in legal action.

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9. CONFIDENTIALITY

Partners may gain access to confidential information including:

• Customer information;
• Business strategies;
• Pricing structures;
• Software documentation;
• Internal operations;
• Financial information.

Partners agree to keep all confidential information secure and not disclose it to third parties without written authorization from Edencore.

This obligation survives termination of the Agreement.

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10. MARKETING AND REPRESENTATION

Partners may market Edencore products using approved and lawful methods only.

Partners shall not:

• Make false guarantees or misleading claims;
• Promise features not officially offered;
• Publish defamatory or harmful content about Edencore;
• Engage in spam, phishing, or deceptive advertising;
• Use unethical sales tactics.

Edencore reserves the right to require removal of unauthorized marketing materials.

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11. ACCOUNT TERMINATION

Edencore reserves the right to suspend or terminate reseller accounts at any time, with or without notice.

Termination may occur where:

• These Terms are violated;
• Fraudulent activity is suspected;
• The Partner engages in misconduct;
• Legal or compliance concerns arise;
• The Partner damages the reputation or interests of Edencore.

Upon termination:

• Outstanding investigations may continue;
• Pending commissions may be withheld;
• Access to the platform may be revoked immediately.

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12. LIMITATION OF LIABILITY

Edencore shall not be liable for:

• Indirect or consequential losses;
• Loss of profits or business opportunities;
• Delays in payment processing;
• Technical interruptions;
• Third-party service failures;
• Unauthorized access caused by Partner negligence.

Participation in the reseller program is at the Partner’s own risk.

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13. INDEMNIFICATION

The Partner agrees to indemnify and hold harmless Edencore Software Systems Limited, its directors, employees, affiliates, and representatives from any claims, liabilities, losses, damages, legal fees, or expenses arising from:

• Breach of this Agreement;
• Fraudulent conduct;
• Misrepresentation;
• Violation of laws or regulations;
• Unauthorized activities performed by the Partner.

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14. MODIFICATION OF TERMS

Edencore reserves the right to modify, update, or revise these Terms and Conditions at any time.

Updated versions shall become effective immediately upon publication on the platform unless otherwise stated.

Continued participation in the reseller program constitutes acceptance of the revised Terms.

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15. GOVERNING LAW

This Agreement shall be governed and interpreted in accordance with the laws of the Republic of Zambia.

Any disputes arising from this Agreement shall be subject to the jurisdiction of the competent courts of Zambia.

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16. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Partner and Edencore concerning participation in the reseller program and supersedes any prior agreements or understandings.

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17. CONTACT INFORMATION

For inquiries regarding this Agreement, please contact:

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DECLARATION

By registering and participating in the Edencore Reseller and Sales Partner Program, the Partner confirms that they:

• Have read and understood these Terms and Conditions;
• Agree to comply with all policies and procedures;
• Accept that commissions are only payable after successful and verified transactions;
• Understand that taxes, deductions, and transaction costs may be deducted before payment;
• Acknowledge that fraudulent activities may result in account suspension, forfeiture of commissions, and legal action.