OX ACCOUNTING LTD

MAJOR DISTRIBUTOR / PARTNER AGREEMENT

Version 1.0
Agreement Reference: (assigned on acceptance)

1. PARTIES

This Agreement is made between:

(1) OX ACCOUNTING LTD, a private company limited by shares incorporated in the Federal Republic of Nigeria under the Companies and Allied Matters Act 2020 with Company Registration Number RC 1757190 and Tax Identification Number 23820213-0001, trading at www.oxaccounting.com ("Ox", "we", "us"); and

(2) [your full name] of [your email] / [your phone], holding Referral ID [your phone number] (the "Partner", "you").

2. DEFINITIONS

"Client" means a business or organisation that subscribes to the Software having been referred by you in accordance with clause 4.

"Commission" means the amounts payable to you under clause 5.

"Commission Period" means the period of seven (7) years beginning on the date a Client's first paid subscription commences.

"Gross Subscription Fee" means the subscription amount actually invoiced to and paid by a Client, after the application of any discount, and exclusive of Value Added Tax and any bank or payment-processor charges.

"Referral Link" means the unique tracking URL issued to you containing your Referral ID.

"Software" means Ox Accounting / Ox ERP and any module, application or successor product supplied by Ox under subscription.

"Subscription Year" means each consecutive twelve (12) month period beginning on the date a Client's first paid subscription commences.

3. APPOINTMENT

3.1 Ox appoints you as a non-exclusive Major Distributor / Partner to promote and refer prospective Clients to the Software. You accept that appointment on the terms of this Agreement.

3.2 This appointment is non-exclusive. Ox may appoint other partners, and may market and sell the Software directly, in any territory including yours.

3.3 You are an independent contractor. Nothing in this Agreement creates a relationship of employment, agency, partnership or joint venture between you and Ox. You are not entitled to any salary, wage, pension, leave, severance or other employee benefit from Ox, and you are solely responsible for your own taxes, levies and statutory contributions arising from Commission paid to you.

3.4 You have no authority to enter into any contract, make any representation, give any warranty, or incur any liability on behalf of Ox.

4. REFERRAL ATTRIBUTION

4.1 A Client is attributed to you only where that Client's account is created through your Referral Link, or where your Referral ID is recorded on that Client's account at the point of registration.

4.2 The records maintained in Ox's systems are the definitive record of attribution. Where attribution is not recorded at registration, no Commission arises, regardless of any introduction you may have made.

4.3 Where a Client's account records more than one Referral ID, or where two or more partners claim the same Client, attribution belongs to the Referral ID recorded first in Ox's systems.

4.4 You must not register a Client on your own behalf, or on behalf of a business you own or control, and claim Commission on that subscription.

5. COMMISSION

5.1 Subject to this Agreement, Ox shall pay you:

(a) twenty-five percent (25%) of the Gross Subscription Fee paid by a Client during that Client's first Subscription Year; and

(b) fifteen percent (15%) of the Gross Subscription Fee paid by that Client in each subsequent Subscription Year.

5.2 Commission is payable only in respect of subscription fees actually received by Ox. No Commission arises on an invoice that is unpaid, reversed, refunded, charged back or written off. Where Commission has been paid on an amount subsequently refunded or reversed, Ox may recover it by set-off against future Commission.

5.3 Commission is payable only while the Client remains an active paying subscriber. If a Client cancels, lapses, or ceases to pay, Commission in respect of that Client ends with the last subscription payment received.

5.4 Commission in respect of each Client ends on the expiry of that Client's Commission Period, being seven (7) years from the commencement of that Client's first paid subscription. On expiry, no further Commission is payable in respect of that Client, whether or not the Client continues to subscribe.

5.5 Commission does not apply to set-up fees, data migration fees, training fees, custom development, third-party charges, or any amount other than the Gross Subscription Fee.

5.6 Ox may vary its subscription pricing and may offer discounts at its discretion. Commission is calculated on the Gross Subscription Fee as actually paid.

6. PAYMENT

6.1 Commission is paid within seven (7) days of Ox receiving the corresponding subscription payment from the Client, in Nigerian Naira, to the account set out in Schedule 1.

6.2 There is no minimum payout threshold. Ox bears all bank and transfer charges on Commission payments, and the amount stated in your statement is the amount you receive.

6.3 You are responsible for keeping the details in Schedule 1 accurate. Details are updated by written notice to Ox at info@oxaccounting.com, or by such other method as Ox may make available in the partner portal. An update takes effect from the next payment run following its receipt. Ox is not liable for payment made to an account you have not updated.

6.4 Ox will make available to you a statement of Clients attributed to you and Commission accrued. You may query a statement within thirty (30) days of it being made available; after that period it is treated as accepted.

6.5 Commission is paid gross. Ox does not deduct withholding tax or any other amount from Commission, save where deduction is mandatorily required of Ox by Nigerian law. You remain responsible for your own tax obligations on Commission received.

6.6 Where a Client's subscription is invoiced in a currency other than Nigerian Naira, Commission is converted to Naira at the official Central Bank of Nigeria quoted rate on the date the Client's payment is received by Ox.

7. PARTNER OBLIGATIONS

7.1 You shall:

(a) represent the Software honestly and accurately, and make no statement about its features, performance, pricing or compliance that Ox has not published or confirmed in writing;

(b) make no guarantee, warranty or commitment to any prospective Client on Ox's behalf;

(c) not make any income claim to a prospective partner or Client that is not supported by Ox's published materials;

(d) comply with all applicable Nigerian law, including the Nigeria Data Protection Act 2023, in handling any personal data of prospective Clients;

(e) not use spam, bulk unsolicited messaging, paid search advertising on Ox's brand terms, or any deceptive practice to obtain referrals;

(f) not register domain names, social media accounts or business names containing "Ox", "Ox ERP" or "Ox Accounting".

8. OX OBLIGATIONS

8.1 Ox shall:

(a) issue and maintain your Referral Link and partner dashboard;

(b) maintain records of Clients attributed to you and Commission accrued;

(c) handle onboarding, technical support and after-sales service for Clients;

(d) pay Commission in accordance with clause 6;

(e) give you access to product materials reasonably necessary to present the Software.

9. PROFESSIONAL INDEPENDENCE

9.1 Where you are a member of a professional body, or hold a practising licence, you are solely responsible for ensuring that receipt of Commission under this Agreement is consistent with the ethical and independence requirements applicable to you, including those of the Institute of Chartered Accountants of Nigeria and the Financial Reporting Council of Nigeria.

9.2 Ox makes no representation that this arrangement is permissible in respect of any particular client of yours. Where independence rules apply, you may wish to limit referrals to clients for whom you do not provide audit or assurance services, or to disclose this arrangement to the client concerned.

9.3 Ox will, on request, structure or document the arrangement so as to assist your compliance, including by confirming the arrangement in writing to a client.

10. CONFIDENTIALITY

10.1 You shall keep confidential all non-public information disclosed to you by Ox, including pricing structures, Client lists, product roadmaps and commercial terms, and shall not use it for any purpose other than performing this Agreement.

10.2 This obligation survives termination of this Agreement for three (3) years.

11. BRAND AND INTELLECTUAL PROPERTY

11.1 Ox grants you a non-exclusive, revocable, non-transferable licence to use the Ox name, logo and approved marketing materials solely to promote the Software during the term of this Agreement.

11.2 All intellectual property in the Software and in Ox's brand remains with Ox. You acquire no right, title or interest in it.

11.3 On termination, you shall immediately cease all use of Ox's name, logo and materials.

12. TERM AND TERMINATION

12.1 This Agreement begins on the date of your acceptance and continues until terminated under this clause.

12.2 You may terminate at any time by giving Ox thirty (30) days' written notice.

12.3 Ox may terminate by giving you thirty (30) days' written notice.

12.4 Ox may terminate immediately, for cause, where you:

(a) engage in fraud, misrepresentation or dishonesty in connection with this Agreement;

(b) manipulate or attempt to manipulate referral attribution;

(c) materially breach clause 7, 10 or 11 and fail to remedy the breach within fourteen (14) days of written notice;

(d) bring Ox's reputation into material disrepute.

13. EFFECT OF TERMINATION

13.1 Where this Agreement is terminated other than for cause, you continue to receive Commission in respect of Clients already attributed to you, on the terms of clause 5, for the remainder of each such Client's Commission Period. Your Referral Link is deactivated and no new Client may be attributed to you.

13.2 Where Ox terminates for cause under clause 12.4, all Commission ceases on the date of termination, including in respect of Clients already attributed to you.

13.3 Termination does not affect Commission already accrued and payable at the date of termination, except under clause 13.2.

14. VARIATION

14.1 Ox may amend the terms of this Agreement, including Commission rates, by issuing a new version and notifying you through the partner portal.

14.2 An amended version applies to you only once you have accepted it. Until you accept, the version you last accepted continues to govern.

14.3 An amendment does not reduce Commission in respect of Clients already attributed to you before the amendment takes effect. Those Clients continue on the terms in force when they were attributed.

15. LIABILITY

15.1 Ox's total liability to you under this Agreement, however arising, is limited to the Commission paid or payable to you in the twelve (12) months preceding the event giving rise to the claim.

15.2 Neither party is liable to the other for loss of profit, loss of opportunity or indirect or consequential loss.

16. GENERAL

16.1 Assignment. You may not assign or transfer this Agreement, your Referral ID, or any right to Commission, without Ox's prior written consent.

16.2 Notices. All notices under this Agreement are given electronically. Notices to you are validly given by email to the address on your partner account, or by notification in the partner portal. Notices to Ox are validly given by email to info@oxaccounting.com. A notice is treated as received on the next working day after it is sent. Each party is responsible for keeping its notice email address current.

16.3 Entire agreement. This Agreement is the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations, proposals and marketing materials.

16.4 Severance. If any provision is held unenforceable, the remainder continues in force.

16.5 Governing law. This Agreement is governed by the laws of the Federal Republic of Nigeria.

16.6 Dispute resolution. The parties shall first attempt to resolve any dispute by negotiation in good faith within thirty (30) days. Failing resolution, the dispute shall be referred to arbitration in Lagos under the Arbitration and Mediation Act 2023, before a single arbitrator.

17. ELECTRONIC ACCEPTANCE

17.1 You accept this Agreement electronically. The record of your acceptance maintained by Ox — comprising your typed name, the date and time of acceptance, and the originating IP address — constitutes your signature for the purposes of the Evidence Act 2011.

17.2 The version of this Agreement that governs is the version displayed to you at the time of acceptance, identified by the document integrity hash below.

ACCEPTANCE

Accepted electronically by [your typed name]
on (date and time of acceptance) (West Africa Time)
from IP address (your IP address at acceptance)

Agreement Reference: (assigned on acceptance)
Document integrity hash (SHA-256): a27ae3c7d9d7a408f74882945fef40aa5c3c0d2bb0230a5462ef256d3bbee030

For and on behalf of OX ACCOUNTING LTD

Ibeneme Vitalis
Nigerian Rep
Ox Accounting Ltd — RC 1757190
www.oxaccounting.com

SCHEDULE 1 — PAYOUT DETAILS

Current as at 7 October 2026

Payout details are updated by written notice to Ox at info@oxaccounting.com, or by such other method as Ox may make available in the partner portal. Changes take effect from the next payment run following receipt.