Distribution Partners Agreement
Last updated 18 Aug 2026
These terms govern the relationship between Cosine Technologies Limited (RC 9716248), a company incorporated in Nigeria with its registered office at 30 Olusegun Ajayi, Lekki, Lagos ("Cosine", "we", "us", “our”), and any person who is accepted onto the Cosine Distribution Partner programme ("Partner", "you").
You enter into this agreement upon acceptance to join the Cosine Distribution Partners Programme. You acknowledge that the full text of these terms were presented to you prior to said acceptance.
Cosine is not obliged to activate any account and may decline any application without reason.
The current version of these terms is published in our legal repository. Superseded versions are archived and available on request.
1. Definitions
1.1 Cosine Platform means Cosine's software, systems, infrastructure, and financial services for school and related products.
1.2 School means a private educational institution.
1.3 Referred School means a School that you introduced to Cosine, that Cosine accepted, and that Cosine has attributed to you in the Partner Portal. Attribution is determined by Cosine and is final.
1.4 Onboarded means a Referred School has completed Cosine's KYB and onboarding requirements and is live on the Cosine Platform.
1.5 Processed Volume means school fee payments received through the Cosine Platform for a Referred School.
1.6 Earning Window means the twelve (12) months beginning on the date a Referred School is Onboarded.
1.7 Partner Portal means the online interface where your Referred Schools, balances and Rewards are recorded and tracked.
1.8 Rewards means amounts payable to you under Addendum A.
1.9 Cleared Balance means Rewards that have been credited to you and are available for withdrawal.
1.10 Pending Balance means Rewards recorded but not yet released, including unreleased Activation Bonuses.
1.11 You means the individual or entity in whose name the Partner Portal account is registered, as verified by Cosine under clause 4.5. Rewards are payable only to that person.
2. Appointment
2.1 Cosine appoints you as a non-exclusive distribution partner to introduce Schools to the Cosine Platform.
2.2 No territorial exclusivity. You are granted no exclusive territory, area, region, sector or School. Cosine may appoint any number of partners in any location, may itself approach any School, and may sell through any other channel.
2.3 No minimum obligation. Cosine is not obliged to accept any School you introduce, to provide leads, training, materials or support, or to generate any Rewards for you.
2.4 No authority. You are not Cosine's agent, and have no authority to enter contracts, make commitments, give warranties, set or vary prices, grant discounts, or make any representation on Cosine's behalf. You must not describe yourself as an employee, officer, agent or representative of Cosine. You may describe yourself as a "Cosine Distribution Partner" (or “Cosine Partner” for convenience) and no more.
3. Relationship of the parties
3.1 This is not employment. This Agreement does not create employment, partnership, joint venture, agency or franchise. Cosine owes no statutory contributions, regulatory compensation, or withholdings beyond the Rewards.
3.2 You control your own hours, methods and location. Cosine does not supervise you and sets no working time.
3.3 You bear your own costs, including travel, communications, equipment and any staff you engage.
3.4 Taxes. You are solely responsible for your own income tax, and for any other tax, levy or contribution arising from Rewards, and for your own tax filings and registrations. Where Cosine is required by law to deduct tax at source from a payment to you, it will deduct and remit that amount and pay you the balance, and will issue a receipt or credit note on request. Cosine's deduction of tax does not make you an employee.
3.5 You indemnify Cosine against any claim, assessment, penalty or interest arising from your failure to meet your own tax obligations, or from any determination that you were an employee.
4. Your obligations
4.1 Introduce Schools honestly, describe the Cosine Platform accurately, and use only materials Cosine has published or supplied.
4.2 Do not promise any pricing, feature, timeline, refund, credit or exemption. Pricing is agreed between Cosine and the School only.
4.3 Assist a Referred School with onboarding to the extent Cosine reasonably requests, including roster upload and the first billing run.
4.4 Keep your Partner Portal details, bank account details and identification documents accurate and current.
4.5 Complete Cosine's identity verification, and provide any further information Cosine reasonably requires for regulatory, anti-money-laundering or tax purposes.
4.6 Comply with all applicable law, including the Nigeria Data Protection Act 2023.
4.7 Do not contact parents, guardians or students of any School in connection with their relationship with the School.
5. Prohibited conduct
You must not:
5.1 Charge any School or any parent any fee, commission, deposit, setup charge or other payment in connection with the Cosine Platform, whether directly, indirectly, in cash or in kind, and whether described as a Cosine charge or your own. Onboarding is free to Schools. This clause is fundamental.
5.2 Receive, hold, handle or transmit any school fee, parent payment or other money belonging to a School, a parent or Cosine.
5.3 Offer, give, request or accept any bribe, kickback, inducement or improper payment to or from any person, including any employee, proprietor or official of a School.
5.4 Create, register or introduce a School that does not genuinely exist or does not genuinely intend to use the Cosine Platform, or take any step intended to trigger a Reward without genuine underlying activity.
5.5 Submit false, altered or misleading information or documents.
5.6 Use Cosine's name, marks or materials in any way not expressly permitted, or register any domain, handle or business name containing them.
5.7 Access, use or disclose any School's data except as strictly necessary to perform under this Agreement.
5.8 Represent that Cosine holds a banking, payment or lending licence, or that Cosine guarantees any outcome, return, credit facility or fund.
5.9 Induce or attempt to induce any School to stop using the Cosine Platform, or to move to a competing product, during the term of this Agreement and for twelve (12) months after it ends.
5.10 Solicit, recruit or offer to pay any other Cosine partner in connection with introductions, or operate any sub-partner, downline or referral arrangement of your own.
6. Conflicts
6.1 If you represent, supply or work for a business that competes with the Cosine Platform, you must disclose it in writing before your first introduction and within seven (7) days of it arising thereafter.
6.2 Cosine may, on disclosure, decline to appoint you, restrict your participation, or terminate under clause 11.
6.3 Non-disclosure of a competing engagement is a material breach.
7. Rewards
7.1 Cosine will pay you the Rewards set out in Addendum A, on the conditions in Addendum A.
7.2 Rewards accrue only on Processed Volume within the Earning Window of a Referred School. After the Earning Window ends you earn nothing further from that School. Earnings already recorded remain on record and continue to count toward Milestones.
7.3 Rewards are calculated from Cosine's records, which are conclusive absent manifest error. Cosine's determination of attribution, Processed Volume and Earning Window is final.
7.4 Cosine may amend Addendum A at any time on thirty (30) days' written notice. An amendment does not affect Rewards already credited to your Cleared Balance. Continuing to introduce Schools after the notice period is acceptance. If you do not accept, you may terminate under clause 11.1.
7.5 Rewards are inclusive of any applicable tax that you owe, and exclusive of VAT where you are registered and required to charge it.
7.6 Cosine may withhold release of any Reward while it investigates suspected breach, fraud, or inaccurate attribution.
8. Payment
8.1 Cleared Balance may be withdrawn on request through the Partner Portal, subject to a minimum of ₦5,000 and a maximum of ₦9,999,000 per withdrawal.
8.2 Payment is made by transfer to the bank account recorded in the Partner Portal, in the name of the Partner. Cosine will not pay a third-party account.
8.3 Cosine holds Rewards in its own operating accounts. Your Cleared Balance and Pending Balance are book entries representing a debt owed to you. They are not held on trust, not client money, and you have no proprietary or beneficial interest in any Cosine account.
8.4 Cosine may correct any error in your balance at any time, including reversing an amount credited in error.
9. Clawback and set-off
9.1 Cosine may reclaim any Activation Bonus or other Reward if the Referred School was not genuine, did not complete onboarding, or was procured in breach of clause 5.
9.2 Cosine may set off any amount you owe it, including any clawback, loss, or third-party claim arising from your breach, against any balance held for you.
9.3 If your balance is insufficient, the shortfall is payable by you on demand.
10. Confidentiality, data and intellectual property
10.1 You must keep confidential all non-public information about Cosine, its pricing, its Schools, its systems and its partners, during the term and for three (3) years after.
10.2 Data protection. Any personal data you access belongs to Cosine or to the relevant School. Cosine is the controller. You must process it only on Cosine's instructions and only as necessary, keep it secure, not transfer it outside Nigeria, not use it for your own purposes, and return or delete it on termination. You must notify Cosine within twenty-four (24) hours of any actual or suspected breach.
10.3 All intellectual property in the Cosine Platform, materials and marks remains Cosine's. You receive a revocable, non-exclusive, non-transferable licence to use approved materials solely to perform this Agreement, ending on termination.
10.4 You assign to Cosine any right you may acquire in any material you produce that incorporates Cosine's marks or content.
10.5 Cosine may list your name, business name, photograph, location and Milestone status in its public partner directory, and may remove any listing at any time without notice.
11. Term and termination
11.1 This Agreement continues until terminated. Either party may terminate for convenience on thirty (30) days' written notice.
11.2 Cosine may terminate or suspend you immediately, without notice, if you breach clause 5, breach clause 6.3, breach clause 10, provide false information, become subject to a criminal investigation relevant to this Agreement, bring Cosine into disrepute, or breach any other term and fail to remedy it within seven (7) days of notice.
11.3 Cosine may suspend your Partner Portal access, withhold releases and pause attribution during any investigation.
11.4 Cosine may terminate for inactivity where you have introduced no School accepted by Cosine in any twelve (12) month period.
12. Effect of termination
12.1 On termination, all Earning Windows end and you stop earning immediately. You have no claim to Rewards that would have accrued.
12.2 Cosine will pay your Cleared Balance to the account on record within ten (10) business days of termination, less any clawback, set-off or lawful deduction.
12.3 Unreleased Pending Balance, including any unreleased Activation Bonus, is forfeited.
12.4 Where termination is under clause 11.2 for fraud, forgery, misappropriation or bribery, Cosine may withhold payment pending investigation and apply set-off under clause 9 before paying any remainder.
12.5 Milestone rewards not yet delivered are forfeited on termination for any reason.
12.6 Your obligations under clauses 5.9, 10, 3.5, 9 and 14 survive termination.
12.7 Referred Schools remain Cosine's customers. You acquire no interest in any School relationship.
13. Warranties
You warrant that you are at least 18, are legally able to enter this Agreement, are not an employee or officer of any School you introduce without disclosing it, have disclosed any competing engagement, and that all information you have given Cosine is true.
14. Liability and indemnity
14.1 Cosine's total liability to you under this Agreement is limited to the Rewards credited to your Cleared Balance in the three (3) months before the claim.
14.2 Cosine is not liable for loss of profit, loss of opportunity, or any indirect or consequential loss, including any expectation of future Rewards.
14.3 You indemnify Cosine against any claim, loss, fine, penalty or cost arising from your breach of this Agreement, your representations to any School or parent, your handling of any money or data, or any tax or employment determination relating to you.
15. General
15.1 Assignment. Cosine may assign, novate or transfer this Agreement, in whole or in part, to any group company, holding company or successor, including in connection with a corporate reorganisation, without your consent. You may not assign or subcontract without Cosine's written consent.
15.2 Notices. Notice may be given by email to the address on record, or through the Partner Portal, and is deemed received on the next business day.
15.3 Entire agreement. This Agreement and its Addenda are the entire agreement between the parties on this subject and supersede any prior arrangement, including any partner arrangement in place before the Effective Date.
15.4 Variation. Cosine may vary these terms by publishing a new version and giving you thirty (30) days' notice by email to the address on record and by notice in the Partner Portal. Cosine may require you to acknowledge the notice in the Partner Portal before your next withdrawal. If you do not accept a variation, you may terminate under clause 11.1 before it takes effect. Introducing any School after the notice period ends is acceptance of the new version.
15.5 No waiver. Failure to enforce a term is not a waiver of it.
15.6 Severance. If any provision is unenforceable, the rest continues in force.
15.7 Third parties. No person other than the parties may enforce this Agreement.
15.8 Governing law. This Agreement is governed by the laws of the Federal Republic of Nigeria.
15.9 Disputes. The parties will attempt to resolve any dispute by negotiation within thirty (30) days. Failing that, the dispute is referred to arbitration by a single arbitrator under the Arbitration and Mediation Act 2023, seated in Lagos, in English.
Acceptance
By ticking the acceptance box in the Cosine partner sign-up flow, you confirm that you have read these terms, that you agree to be bound by them, and that the information you have provided is true.
Cosine's acceptance is the activation of your Partner Portal account.