PARTNERSHIP AND RESELLER AGREEMENT – PROSOFT AFRICA

1. Purpose of the Contract

This contract defines the terms and conditions under which a Reseller Partner is authorized to promote and resell the Prosoft Africa School Management Software, available in both Cloud and Offline versions, to educational institutions.
Participation in this program implies full acceptance of the present conditions.

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2. Available Plans

🔹 A. Referral Partner

• The partner receives a personal link or code.

• When a school purchases a license through this link, an automatic commission is credited to their wallet.

• Earnings can be withdrawn at any time via Mobile Money or bank transfer.

🔹 B. Reseller / Distributor

• The reseller buys licenses at a discounted price to resell at the official public price.

• The profit margin is the difference between the two prices.

• The reseller also benefits from a partner wallet, referral link, and real-time tracking.

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3. Pricing and Profits

Commissions and profits are automatically credited once the license is activated.

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4. Resale Price Policy

Prosoft Africa recommends maintaining the official prices listed above.
However, the reseller may sell above the public price provided that:

1. Prosoft Africa is informed if the price exceeds the recommended rate by more than 10%.

2. In such a case, 30% of the total sale amount (the actual price paid by the client) goes to Prosoft Africa, and 70% to the reseller.

3. If a higher sale occurs without prior notification and a client disputes the price, the reseller bears full responsibility and must refund the difference if necessary.

4. Repeated unreported overpricing may lead to suspension or termination of the partner account.

🎯 This rule ensures commercial transparency, fairness among partners, and protects the software’s reputation in the market.

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5. Relationship with Clients

• Technical support, updates, and assistance are provided directly by Prosoft Africa.

• In case of issues arising from undisclosed pricing or misinformation, the reseller is solely responsible toward the client.

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6. Tools and Benefits Provided

Each partner receives:

• A partner dashboard to monitor sales, withdrawals, and referrals.

• A personalized link and QR code.

• Promotional materials (flyers, videos, posters).

• Initial training and ongoing assistance.

• Instant payment of commissions.

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7. Payment and Withdrawals

• Earnings are automatically credited after each activation.

• The minimum withdrawal amount is 5,000 FCFA.

• Withdrawals can be made via Mobile Money or bank transfer.

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8. Partner’s Commitments

The reseller agrees to:

1. Promote the software honestly and professionally.

2. Use only official materials provided by Prosoft Africa.

3. Provide accurate information to schools.

4. Not modify or copy the software.

5. Respect the pricing policy and uphold the brand values of Prosoft Africa.

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9. Confidentiality

All information (pricing, commission system, internal methods, technical data, etc.) is strictly confidential.
The reseller is prohibited from disclosing any of it to third parties.

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10. Intellectual Property

The Prosoft Africa software, its modules, source code, interfaces, images, logos, and all content are the exclusive property of Prosoft Africa.
The reseller does not acquire any intellectual property rights and must not reproduce, modify, or use the software for any other purpose than defined in this agreement.

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11. Support and Updates

Prosoft Africa provides all maintenance, updates, and software improvements.
The reseller cannot offer direct technical support or modify the software features without written authorization from Prosoft Africa.

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12. Training and Brand Image

The reseller agrees to complete available training and represent the software in line with Prosoft Africa’s brand values.
All public communication (posters, publications, videos, marketing messages) must respect the official brand guidelines and approved materials.

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13. Limited Liability

Prosoft Africa shall not be held responsible for any commitments made by the reseller outside the official terms.
Any promise not validated by Prosoft Africa is solely the responsibility of the reseller.

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14. Duration and Termination

This contract becomes effective upon partner registration and remains valid until terminated by either party.
Prosoft Africa may suspend or terminate an account in cases of:

• Fraud

• Breach of contract terms

• Abusive resale

• Damage to the brand image

⚖️ Dispute Resolution
In case of disagreement, both parties shall first attempt an amicable resolution.
If unsuccessful, the competent courts at Prosoft Africa’s headquarters shall have jurisdiction.

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✅ Acceptance

Registration or participation in the reseller program constitutes full acceptance of this agreement, without the need for a physical signature.
The partner acknowledges having read and agreed to all terms herein.

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White Label Option

Prosoft Africa offers certain resellers the option to obtain a White Label License, subject to approval.

Definition:
White labeling allows a reseller to use the Prosoft Africa software under their own brand name, while keeping the original engine and features intact.

Eligibility Conditions:

1. The partner must have at least one active sale or be a Premium Reseller.

2. Additional costs or specific subscriptions may apply depending on the options chosen (hosting, visual customization, domain name, etc.).

Reseller Commitments:

• Must not modify the source code or remove technical identifiers of Prosoft Africa.

• In case of non-compliance, Prosoft Africa reserves the right to revoke the white-label license without notice.

Advantages:

• Customization of the name, logo, and colors.

• Full management of clients under the reseller’s brand.