Ecare Africa Partner Programme Terms

Version 1.0 · Applies to partners approved into the Ecare Africa Partner Programme.

Draft — pending legal review. These terms are a working template and have not yet been approved by Ecare Africa's legal and finance advisers. They will be finalised before the programme launches.

1. About the programme

The Ecare Africa Partner Programme (the "Programme") is a business-to-business referral and independent marketing programme operated by Creswave Limited, trading as Ecare Africa ("Ecare Africa", "we"). Approved partners ("Partners") introduce healthcare organisations to Ecare Africa products and services. Ecare Africa alone handles the sales conversation, demonstration, quotation, contracting, onboarding and implementation.

The Programme concerns healthcare technology only. It is not a patient referral scheme and no payment is made for referring patients or for any clinical decision.

2. Independent status

Partners are independent contractors. Nothing in these terms creates employment, agency, partnership or joint-venture. Partners have no authority to bind Ecare Africa, to agree prices or discounts, or to sign contracts on our behalf, and must not describe themselves as Ecare Africa employees unless expressly authorised in writing.

3. Eligibility and approval

Applications are reviewed by Ecare Africa, which may approve or decline any application at its discretion. Approval is personal to the Partner and may not be transferred. Partners must give accurate information, keep their details up to date and disclose any conflict of interest, including employment or principal relationships, professional-body rules, or representation of a directly competing hospital management system.

4. Referrals and attribution

Each approved Partner receives a unique partner ID, referral code, referral link and QR code. These may not be edited or shared with another person for use as their own.
A prospect who reaches Ecare Africa through a Partner's link is attributed to that Partner for 90 days from the first valid visit ("first-touch" attribution). Partners may also submit direct referrals from their dashboard.
A referral must be an organisation that is not already an Ecare Africa customer or an active Ecare Africa opportunity, unless Ecare Africa approves otherwise in writing.
If more than one Partner refers the same organisation, Ecare Africa applies a documented first-qualified-referral or sales-confirmed rule. Ecare Africa's administrators may override attribution, recording a reason in an audit log.
Self-referrals, fictitious or misleading referrals and any manipulation of attribution are prohibited and may be rejected without commission.
Ecare Africa decides, acting reasonably, whether a referral is "qualified" and whether and when a sale is concluded.

5. Commission

Approved Partners can earn up to 15% on qualifying sales. The rate that applies to a Partner is confirmed on approval and may be varied by Ecare Africa for future referrals on notice. It will never exceed 15%.
Commission = eligible revenue actually received × the applicable commission rate.
"Eligible revenue" means amounts actually received by Ecare Africa from a referred customer for qualifying products and services, excluding VAT and other taxes, refunds, discounts, credit notes, chargebacks and third-party pass-through costs. Ecare Africa will specify which products and services qualify.
Commission applies to eligible revenue received during the first 12 months of eligible revenue from the customer's first qualifying payment, unless Ecare Africa agrees otherwise in writing.
Commission is recorded as pending and moves through review and approval to payable and paid. It is payable only after the customer's payment has been received and any other conditions in these terms are met.
Commission is payable only on qualifying sales to the healthcare organisations a Partner refers. No commission, bonus or credit is paid for inviting or recruiting other people to join the Programme.
Commission is reversed if the related revenue is refunded, cancelled, charged back or later found to be invalid, including through fraud or breach of these terms. Any commission already paid on reversed revenue may be set off against future commission or recovered.

6. Payment and taxes

Payout details are collected only through a secure process after approval and are never requested through the public application form. Partners are responsible for their own taxes. Ecare Africa may deduct or withhold any tax required by Kenyan law and will provide documentation where appropriate. Partners may be asked to provide a tax PIN or invoice for commission payments.

7. Conduct

Use only approved Ecare Africa branding, messages and materials, and do not make unsupported claims about products, integrations, certifications, reimbursements, revenue increases or guaranteed outcomes.
Do not spam, send unsolicited bulk messages, impersonate Ecare Africa or mislead anyone about your relationship with us. Comply with applicable marketing, electronic-communications and data-protection laws.
Paid advertising that uses the Ecare Africa name, logo or brand keywords requires our prior written approval.
Never submit or share patient information through any Programme form or communication.
Be transparent with prospects that you are an independent partner who may earn commission, and follow any disclosure rules that apply to your profession or employer.

8. Intellectual property

All Ecare Africa names, logos, software and materials remain the property of Ecare Africa or its licensors. Partners receive a limited, revocable licence to use approved materials solely to promote Ecare Africa under the Programme.

9. Confidentiality and data protection

Partners must keep non-public Ecare Africa information confidential. Each party will handle personal data it receives under the Programme in accordance with the Kenya Data Protection Act, 2019 and other applicable law. Ecare Africa's use of Partner and prospect data is described in the Privacy Policy. Partners who share a prospect's details with us must have a lawful basis to do so.

10. Suspension and termination

Either party may end the relationship at any time by written notice. Ecare Africa may suspend or terminate a Partner immediately for breach of these terms, misleading conduct, suspected fraud or conduct that harms Ecare Africa's reputation. Commission already validly earned and payable at termination will be paid, subject to reversal rights in section 5; no commission accrues on sales concluded after termination unless Ecare Africa agrees otherwise.

11. Liability

The Programme is offered without any guarantee of referrals, sales or income. To the fullest extent permitted by law, Ecare Africa is not liable for indirect or consequential loss, and its total liability to a Partner is limited to commission due and payable to that Partner. Partners indemnify Ecare Africa against loss caused by their breach of these terms or unlawful conduct.

12. Governing law and disputes

These terms are governed by the laws of Kenya. The parties will first try to resolve any dispute in good faith through discussion; failing that, the courts of Kenya have jurisdiction (or the parties may agree to mediation or arbitration).

13. Changes

We may update these terms and will post the new version here with a new version number. Continued participation after an update means you accept it.

14. Contact

Questions about these terms: [email protected] or WhatsApp +254 754 001 605.