Independent Marketer & Commission Agreement

1.1The Company engages the Marketer to promote, market, and refer customers to Sephora Systems and its products, including by creating promotional content and introducing prospective buyers, on the terms set out in this Agreement.

1.2The Marketer is engaged as an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, partnership, joint venture, or agency between the Parties.

1.3The Marketer is not entitled to any salary, wage, retainer, fee, allowance, pension, leave, health benefit, or any payment of any kind other than the commission expressly set out in Clause 3. The Company's entire financial obligation to the Marketer is limited to that commission.

1.4The engagement is non-exclusive. The Company may engage any number of other marketers, agents, distributors, or channels at any time, and may itself market and sell directly, without any obligation, notice, or compensation to the Marketer.

1.5The Marketer is free to determine their own hours and methods of work, subject to the brand, content, conduct, and compliance requirements of this Agreement. The Marketer may take on other work, provided it does not breach Clauses 7, 8, or 9.

2.1The Marketer shall promote Sephora Systems honestly, professionally, and in a manner consistent with the brand's reputation and values.

2.2The Marketer shall make only factual statements about the Company's products, prices, specifications, availability, and offers, using information supplied or approved by the Company. The Marketer shall not invent specifications, exaggerate performance, promise delivery times, offer unauthorised discounts, or make any guarantee the Company has not authorised in writing.

2.3The Marketer shall comply with all applicable laws, including the Federal Competition and Consumer Protection Act 2018, the Nigeria Data Protection Act 2023, the Advertising Regulatory Council of Nigeria (ARCON) standards, and the advertising, disclosure, and community rules of any platform on which the Marketer posts (including clearly disclosing the commercial/partner nature of promotional content where required).

2.4The Marketer shall not engage in spam, deceptive advertising, fake reviews, purchased followers or engagement, impersonation, bait-and-switch, or any practice that could harm the Company's reputation or expose it to liability.

2.5All sales of Company products are made by, and all customer payments are collected by, the Company through its official channels only. The Marketer shall never collect, receive, or handle customer payments, deposits, or product on the Company's behalf, and shall direct all buyers to the Company's official payment and fulfilment channels.

3.1Rate. The Marketer shall earn a commission of 3% (three percent) of the Net Sale Value of each Qualifying Sale, and nothing more. This is the Marketer's sole and complete compensation under this Agreement.

3.2Qualifying Sale. A "Qualifying Sale" is a sale of a Company product where all of the following are true: (a) the sale is attributed to the Marketer through the Marketer's unique referral code/link, or through another tracking method expressly agreed in writing by the Company; (b) the customer has paid the Company in full and the funds have cleared and been retained by the Company; (c) the applicable return, refund, cancellation, and chargeback window has fully expired without reversal; and (d) the sale is not excluded under Clause 3.4.

3.3Net Sale Value. "Net Sale Value" means the price actually paid and retained by the Company for the product(s), excluding VAT and other taxes, delivery/shipping and logistics charges, installation or service fees, payment-processing fees, warranty or insurance add-ons, and any discounts, vouchers, or rebates applied.

3.4Exclusions. No commission is payable on: (a) orders that are cancelled, refunded, returned, charged back, or unpaid in whole or in part; (b) warranty repairs, replacements, exchanges, or goodwill items; (c) the Marketer's own purchases or purchases by the Marketer's household or businesses; (d) sales the Company can reasonably show it would have made independently of the Marketer, or that are attributed to another marketer or channel; (e) sales arising from fraud, fake orders, self-referral, or any breach of this Agreement; (f) trade-ins, used/ex-display goods, or B2B/bulk deals unless agreed in writing.

3.5Attribution. Where more than one marketer or channel could be credited for a sale, the Company shall determine attribution reasonably and in good faith, and the Company's determination shall be final. The Company is not obliged to split commission between multiple parties.

3.6Payment terms. Earned commission is calculated monthly and paid in arrears within thirty (30) days of the end of the calendar month in which the sale became a Qualifying Sale, by bank transfer to the account the Marketer provides. The Company may set a minimum payout threshold of ₦10,000, below which commission rolls over to the next period.

3.7Clawback. If a sale is later refunded, reversed, charged back, or found not to qualify after commission has been paid, the Company may deduct the corresponding amount from future commission or require repayment within fourteen (14) days.

3.8Taxes. The Marketer is solely responsible for declaring and paying all taxes (including personal income tax) on commission earned. The Marketer is not on the Company's payroll, and PAYE, pension, and statutory employee deductions do not apply. The Company may withhold and remit any tax it is legally required to withhold.

3.9Records. The Company's sales records and attribution data are the definitive basis for calculating commission. The Marketer may request a statement of commission earned, which the Company will provide within a reasonable time.

4.1All content of any kind created by the Marketer in connection with this engagement — including videos, raw and edited footage, photographs, images, audio, scripts, captions, copy, designs, graphics, livestreams, and any other material that features, references, or was produced for Sephora Systems or its products (collectively, the "Content") — shall be the sole and exclusive property of Sephora Systems Limited.

4.2The Content is created as work made for and at the instance of the Company. The Marketer hereby irrevocably and unconditionally assigns to Sephora Systems Limited, with full title guarantee, all rights, title, and interest in and to the Content, including all copyright and other intellectual property rights, throughout the world and for the full term of those rights (including all renewals and extensions).

4.3The Company may use, reproduce, edit, adapt, distribute, publish, sublicense, and exploit the Content in any medium, for any purpose, anywhere in the world, in perpetuity, without any further payment to the Marketer beyond the commission in Clause 3 and without any obligation to credit the Marketer.

4.4To the fullest extent permitted by law, the Marketer waives all moral rights in the Content, including any right to be identified as author and any right to object to derogatory treatment of the Content.

4.5The Marketer grants the Company a perpetual, irrevocable, worldwide, royalty-free right to use the Marketer's name, image, voice, likeness, and recorded performance as they appear in the Content, for the Company's marketing and promotional purposes, including after this Agreement ends.

4.6The Marketer shall, on request, deliver to the Company all original and raw files of the Content (full-resolution footage, source files, project files) and execute any further documents the Company reasonably requires to confirm or perfect its ownership under this Clause 4, both during and after the engagement.

4.7The Marketer shall not publish, post, repost, sell, license, submit to any other brand or competitor, or otherwise use the Content except as expressly directed or approved by the Company in writing. The Marketer shall not retain copies of the Content after termination except with the Company's written consent.

4.8The Marketer warrants that all Content is original to the Marketer, is free of any third-party rights, and contains no music, footage, images, or other material that would infringe any third party's rights or any platform's licensing terms, and the Marketer indemnifies the Company against any claim arising from a breach of this warranty.

5.1All trademarks, trade names, logos, product names, designs, images, pricing, product information, templates, and other brand assets of Sephora Systems (the "Brand Assets") are and remain the exclusive property of the Company.

5.2The Company grants the Marketer a limited, non-exclusive, non-transferable, revocable licence to use the Brand Assets solely for the purpose of marketing the Company's products under this Agreement, strictly in accordance with the Company's brand guidelines and any written instructions. This licence carries no ownership and confers no goodwill on the Marketer; all goodwill arising from use of the Brand Assets accrues solely to the Company.

5.3The Marketer shall not alter, misuse, or combine the Brand Assets with any other brand, register or attempt to register any Company trademark, name, domain, or social-media handle, or use the Brand Assets in any way that is misleading, disparaging, or outside the scope of this Agreement.

5.4The Marketer shall not create or operate any website, page, account, or handle that purports to be an official Sephora Systems channel. Any account used for promotion must be clearly the Marketer's own independent account.

5.5On termination, or earlier on the Company's request, the Marketer shall immediately cease all use of the Brand Assets, remove or hand over any content or material bearing them as directed, and stop describing themselves as connected to the Company.

6.1When attending the store, Experience Centre, or any Company premises to shoot content or meet customers, the Marketer shall comply with all site rules, safety instructions, and the directions of Company staff, and shall treat Company premises, products, and equipment with care.

6.2Products and equipment made available for content creation remain the Company's property, must be returned in the same condition immediately after use, and must not be removed from the premises without written authorisation. The Marketer is responsible for loss or damage caused by the Marketer's negligence or misuse.

6.3The Marketer shall not photograph or record any area, document, system screen, customer, or staff member that the Company designates as off-limits, and shall not capture confidential information in any Content.

7.1During the engagement and for two (2) years after it ends, the Marketer shall not disclose or use any Confidential Information of the Company except as strictly necessary to perform under this Agreement.

7.2"Confidential Information" includes, without limitation: customer lists and customer data, pricing and margins, supplier information and terms, sales figures and analytics, business and marketing strategy, unreleased products, commission arrangements of other marketers, and the Company's proprietary systems (including the Sephora OS internal management system and the Kitan agent system).

7.3Confidential Information does not include information that is or becomes public through no fault of the Marketer, or that the Marketer is required to disclose by law, provided the Marketer gives the Company prior written notice where lawful.

7.4On termination, the Marketer shall return or destroy all Confidential Information in any form and retain no copies.

8.1The Marketer shall not, during or after the engagement, make or publish any statement — including on any social-media platform — that is defamatory, disparaging, or damaging to the reputation of Sephora Systems, its products, its team, or its leadership.

8.2The Marketer shall not post, publish, or share any internal business information, customer information, pricing, unreleased products, or operational details on any public platform without the Company's prior written approval.

8.3The Marketer shall conduct themselves in all public communications with professionalism consistent with the Company's brand values, and shall not associate the Brand Assets or Content with any unlawful, offensive, discriminatory, political, or adult material.

9.1During the engagement, the Marketer shall not promote or sell, in a way that uses the Company's Confidential Information or Content, any product that directly competes with Sephora Systems in the custom personal computer and workstation market, and shall disclose any material conflict of interest.

9.2For twelve (12) months after the engagement ends, the Marketer shall not use the Company's Confidential Information, customer data, or Content to solicit or divert any customer or active prospect of the Company with whom the Marketer dealt during the engagement, for the benefit of a competing business.

9.3Customers introduced or served through the engagement are customers of the Company, not of the Marketer. The Marketer acquires no ownership of or continuing right to any customer relationship.

10.1Any personal data of customers or prospects that the Marketer obtains in connection with the engagement belongs to and is processed on behalf of the Company. The Marketer shall handle it only as the Company directs, keep it secure, not use it for the Marketer's own or any third party's purposes, and return or delete it on termination, all in compliance with the Nigeria Data Protection Act 2023.

11.1This Agreement begins on the date of acceptance and continues until terminated.

11.2Either Party may terminate for convenience on seven (7) days' written notice.

11.3The Company may terminate immediately and disable the Marketer's referral code on written notice for any breach of this Agreement, any conduct that harms or risks harming the Company's reputation, any misrepresentation, dishonesty, or fraudulent or fake sale, or any unlawful act.

11.4On termination, the Marketer shall immediately cease all promotion and all use of the Brand Assets and Content, comply with Clauses 4–10, and return all Company property and information. Commission on Qualifying Sales already completed and cleared before termination remains payable, subject to clawback under Clause 3.7; no commission is payable on sales attributed after the effective date of termination.

11.5Clauses 4, 5.5, 7, 8, 9, 10, 12, and 13 survive termination.

12.1The Marketer indemnifies and holds the Company harmless against all losses, claims, damages, fines, and costs (including reasonable legal costs) arising from the Marketer's breach of this Agreement, the Marketer's acts or omissions, any unauthorised statement or representation by the Marketer, any infringement of third-party rights in the Content, or any breach of law or platform rules by the Marketer.

12.2The Company's total liability to the Marketer for any matter arising out of this Agreement shall not exceed the total commission paid or payable to the Marketer in the three (3) months preceding the event giving rise to the claim. The Company is not liable for any indirect, consequential, or loss-of-profit claims.

12.3The Marketer acts at the Marketer's own risk and cost, is responsible for the Marketer's own equipment, transport, data, insurance, and expenses, and is not entitled to reimbursement unless agreed in writing in advance.

13.1This Agreement is governed by the laws of the Federal Republic of Nigeria. The Marketer's activities are limited to the Federal Republic of Nigeria unless otherwise agreed in writing. The Parties shall first seek to resolve disputes by good-faith discussion; failing that, the courts of the Federal Capital Territory, Abuja, have exclusive jurisdiction.

13.2This Agreement is the entire agreement between the Parties on its subject matter, supersedes all prior discussions, and may be amended only in writing signed by both Parties. The Marketer may not assign or subcontract it; the Company may assign it to any affiliate or successor. If any provision is unenforceable, the rest continues in force. Failure to enforce a provision is not a waiver.