Terms & Conditions for Affiliate Programme

The Parties, intending to be legally bound, hereby agree as follows:

1. Scope of Platform Services
   LAWASSA‑LMS furnishes a comprehensive suite of online learning services accessible, without charge, via its learning‑management system (the “Platform”).
2. Corporate (B2B) Promotion Rights
   In addition to individual‑learner offerings, LAWASSA‑LMS delivers business‑to‑business learning solutions to corporate and institutional clients. The Affiliate is authorised to market these solutions and to solicit new B2B clients for the Platform.
3. Unique Tracking Mechanism
   LAWASSA‑LMS shall issue the Affiliate a unique tracking code (“UTM”). All prospective users referred by the Affiliate must register through this code to enable accurate attribution.
4. Affiliate Learners
   Any first‑time registrant who joins the Platform via the Affiliate’s UTM shall be designated an “Affiliate Learner.”
5. Learning Revenue and Revenue‑Share Commission (“RSC”)
   Affiliate Learners who complete courses or programmes may, at their discretion or further to the Affiliate’s continued promotion, purchase certificates or diplomas at the prevailing public fee. Such transactions constitute “Learning Revenue.”
   5.1 LAWASSA‑LMS shall remit to the Affiliate a RSC equal to twenty per cent (20 %) of all undisputed, fully‑paid Learning Revenue, net of discounts and taxes.
   5.2 The RSC is payable only on revenue earned within twelve (12) months of the learner’s initial registration.
   5.3 LAWASSA‑LMS reserves the right to investigate and prosecute any suspected abuse of the programme. It may suspend an affiliate account—temporarily or permanently, with or without notice—pending verification of the Affiliate’s bona fides and may demand additional information at any time. Liability for fraud is not limited to RSC amounts already paid or accrued.
6. B2B Introduction Fee (“BIF”)
   A one‑off BIF shall be payable for each B2B client directly introduced, onboarded, and accepted by LAWASSA‑LMS, subject to the following:
   6.1 Unless otherwise agreed in writing, only Affiliates that have already onboarded individual users may participate in the B2B programme.
   6.2 A B2B client qualifies for the BIF if (i) it is not already registered on the Platform and (ii) it acknowledges the Affiliate’s UTM during registration.
   6.3 The BIF shall be calculated on net fees received, after discounts and taxes, as follows:
   ‑ FreeLMS subscription with pre‑agreed certification vouchers: 0 %;
   ‑ FreeLMS subscription without vouchers: 20 % of net payments from B2B learners;
   ‑ Paid annual subscription: 20 % of net payments;
   ‑ Upgrades or additional payments within twelve (12) months of initial B2B registration: 20 % pro‑rata on net revenue.
7. Payment Thresholds and Methods
   RSC and BIF earnings accrue in the Affiliate’s online account until the “Minimum Payment Amount” is reached, whereupon LAWASSA‑LMS shall disburse funds. Balances and payment histories are viewable via the Affiliate Dashboard.
   7.1 LAWASSA‑LMS may adjust the Minimum Payment Amount to mitigate transaction fees. Sender fees are borne by LAWASSA‑LMS; recipient fees by the Affiliate. Current payment methods include PayPal and SWIFT bank transfer.
   7.2 Commissions are exclusive of applicable taxes. LAWASSA‑LMS may withhold taxes where required and defer payment until the Affiliate supplies satisfactory KYC/AML documentation.
   7.3 Commissions generated in jurisdictions that prohibit affiliate remuneration shall be void.
8. Data Protection
   LAWASSA‑LMS complies with the data‑protection laws of the Republic of India. Personal data are collected solely to administer this Agreement and will not be sold or shared. Affiliates may manage their data via the Dashboard. The publicly available Privacy Policy forms part of these terms.
9. Term and Renewal
   This Agreement enters into force on the Effective Date for an initial term of twelve (12) months and renews automatically each year unless the Affiliate fails during any term to generate paid activity. The Affiliate may terminate at any time by deactivating its UTM.
10. Modification or Termination of Programme
    The affiliate programme is a promotional initiative that LAWASSA‑LMS may amend or discontinue at its discretion.
    10.1 On termination without cause, LAWASSA‑LMS will settle any outstanding balance shown on the Dashboard.
    10.2 On termination for cause, LAWASSA‑LMS may cancel all accrued but unpaid commissions.
11. Grounds for Termination for Cause
    Grounds include, without limitation:
    – Insolvency, winding‑up, international sanctions, criminal conviction, or bankruptcy of either party or its officers;
    – Breach of confidentiality;
    – Violation of the Platform’s fair‑use policy;
    – Conduct injurious to LAWASSA‑LMS’s reputation;
    – Security breaches or unauthorised data disclosure;
    – Any other material breach of this Agreement.
12. Affiliate Obligations and Restrictions
    12.1 Neither party may assign this Agreement without the other’s written consent; sub‑affiliates require prior written approval.
    12.2 The Agreement is non‑exclusive and does not create an agency, partnership, or joint venture.
    12.3 All intellectual‑property rights remain vested in LAWASSA‑LMS; the Affiliate may not replicate Platform content or services.
    12.4 The Affiliate shall not solicit or divert LAWASSA‑LMS partners, publishers, or users outside the scope of this Agreement, nor compete with the Platform in the online‑learning sector.
    12.5 Both parties may monitor each other’s online presence to ensure compliance. The Affiliate must refrain from deceptive tactics such as cookie stuffing or automated click generation.
    12.6 LAWASSA‑LMS may revise its user, learner, and affiliate policies at any time.
13. Confidentiality and Mandatory Disclosure
    The terms of this Agreement are confidential. However, where disclosure of an affiliate relationship is legally mandated, the Affiliate shall transparently inform its audience of such relationship.
14. Dispute Resolution
    Any dispute unresolved through mutual negotiation or any arbitrary third party (Mutually agreed by both the party) OR within the applicable rectification period shall be submitted to arbitration under the London Court of International Arbitration rules, before a sole
    arbitrator agreed by counsel for the Parties.
    14.1 Proceedings shall be conducted in English.
    14.2 The seat of arbitration shall be London, with virtual hearings permissible.
    14.3 This Agreement is governed by the laws of the Republic of India.
    14.4 The arbitral award shall be final and binding.
15. Governing Law and Jurisdiction
    Subject to Clause 14, this Agreement shall be construed in accordance with Indian law, and the courts of the Republic of India shall have exclusive jurisdiction over any legal proceedings.

End of Terms & Conditions