Become a NyoGrade Sales Agent

Your role

You are appointed as an independent sales agent to introduce schools to NyoGrade. You are not an employee, partner or agent for any other purpose. This agreement does not create an employment relationship, and you are not entitled to salary, pension, leave or any employee benefit.

Your appointment is non-exclusive. We may appoint other agents, and we may also sell directly to schools.

What you may and may not do

• You may present NyoGrade to schools, demonstrate it, and help them through registration
• You must describe the platform accurately, and only using the materials and prices we publish
• You must not promise a school anything we have not agreed, including discounts, features or delivery dates
• You must not sign anything, collect money, or enter into any commitment on our behalf
• You must not represent yourself as an employee of Nyotacore Solutions & Services Ltd
• School subscription payments are made by the school to us directly, never through you

Which schools count as yours

A school is credited to you when you introduce it to us and it later registers and pays.

• You must register a school as a prospect with us before it signs up, so the introduction is on record
• If a school is already our customer, or already in our pipeline from another source, it cannot be credited to you
• Where two agents claim the same school, the earlier recorded introduction takes priority
• A school introduction remains registered to you for six months. If the school has not subscribed in that time, the introduction lapses

Commission

• 25% of the first subscription payment made by a school credited to you
• 15% of every subsequent renewal payment that school makes
• Commission runs for three years from the school's first confirmed payment, and only while the school keeps renewing
• Commission is calculated on the amount actually received from the school, excluding any taxes, and after any discount given
• If a school stops renewing, commission stops. If it returns later within the three years, commission resumes at the renewal rate
• If a payment is refunded or reversed, the related commission is not payable, and any commission already paid on it is deducted from your next payment

How and when you are paid

Once we confirm a school's payment, your commission is processed automatically and paid within 2 to 3 working days, in full and in accordance with this agreement. There is no minimum payout and no waiting period beyond that.

Commission is paid by bank transfer to an account in your own name. We will collect your account details once your application is accepted, and we cannot pay commission into a third party account. You are responsible for keeping those details current, and we are not liable for payments sent to details you gave us that were wrong or out of date.

Tax

Commission is calculated on the amount we actually receive from the school excluding VAT. VAT is collected on behalf of the tax authority and is never ours to share.

Where the law requires us to deduct tax at source before paying you, we will deduct it and account for it to the relevant authority, and we will give you evidence of the deduction so you can claim the credit. Beyond any such deduction, you are responsible for your own taxes on what you earn under this agreement.

Your own costs

You are solely responsible for your own costs in carrying out this work, including transport, fuel, airtime, data and any other expenses. We do not reimburse expenses, and no expense is recoverable from us whether or not an introduction results in a sale.

Confidentiality and data

• You must keep confidential anything we share with you that is not public, including pricing arrangements, product plans and customer information
• Any information you collect about a school or its staff must be handled lawfully, used only for introducing them to NyoGrade, and passed to us securely
• You must never ask for or accept a school's login details
• You have no right of access to any school's data in the platform

Our brand

You may use the NyoGrade name and the materials we provide, for the purpose of introducing schools, for as long as this agreement is in force. You may not alter our materials, register any similar name or domain, or run paid advertising using our name without our written permission.

Ending the agreement

Either of us may end this agreement by giving 30 days' written notice. We may end it immediately if you breach it, misrepresent the platform, or act in a way that damages our reputation.

If the agreement ends without fault on your part, you continue to receive renewal commission on schools already credited to you for the remainder of their three year window. If we end it because you breached this agreement, commission stops on the date it ends.

If the platform ceases to operate

Commission under this agreement arises from subscription payments made by schools for the use of NyoGrade. It follows that commission depends on the platform continuing to be offered.

Should NyoGrade cease to operate, whether because we discontinue the service, the company is wound up, or we are prevented from operating by circumstances beyond our reasonable control, no further subscription payments will be received and no further commission will accrue or become payable from that date.

In that event we undertake to:

• Give you as much advance notice as is reasonably possible
• Pay in full all commission already earned on payments received before operations cease

We hope this clause never becomes relevant. It is included so that the position is clear to everyone from the outset. Nothing in this agreement obliges us to continue operating the platform for any minimum period, and no claim for future or anticipated commission arises where the platform ceases to operate.

General

• You may not transfer this agreement or your rights under it to anyone else
• We may update these terms, and will give you notice before a change takes effect
• This agreement is governed by the laws of the Federal Republic of Nigeria