Partner Terms of Use

In addition to the definitions in our general Terms of Service:

• "Commission" means the percentage and fixed fee deducted by Tobinrin on each paid Booking, as published in the Partner Dashboard.
• "Partner" means an individual Service Specialist or an Organization (and its authorized team members) that uses the Platform to offer Services.
• "Partner Content" means any listing, description, photograph, portfolio item, price, availability window, policy, response to a review, or other material submitted by a Partner to the Platform.
• "Payout Account" means the bank or mobile-money account nominated by the Partner for settlement.
• "Net Proceeds" means the gross amount paid by a Shopper in respect of a Booking, less Commission, payment-processor fees, any applicable taxes we are required to withhold, refunds, chargebacks, adjustments, and any amount held on reserve.
• "Reserve" means a portion of Net Proceeds we may withhold as described in Section 13.
• "Shopper Data" means personal data about a Shopper shared with, or generated by, the Partner through the Platform in order to deliver a Service.

The Partner is an independent contractor and operates its own business. Nothing in these Partner Terms creates any employment, agency, partnership, joint venture, or franchise relationship between Tobinrin and the Partner. Each party has no authority to act or make representations on behalf of the other except as expressly set out here. The Partner is solely responsible for the Services it provides, its employees, contractors, premises, equipment, and all tax, social-security, and regulatory obligations.

To register as a Partner you must be at least eighteen (18) years old (or the age of majority in your jurisdiction) and legally authorized to offer the Services you list. You must be able to enter into a binding contract and must not be subject to applicable sanctions or similar restrictions. We may decline to register a Partner account, or may suspend or terminate it, at our reasonable discretion. Each team member added to an Organization is bound by these Partner Terms.

Before you can publish listings, accept Bookings, or receive payouts, you must complete onboarding, which may include identity verification of the Partner or the Organization's beneficial owners, business verification for Organizations, phone-number verification, and setup of your Payout Account. You represent and warrant that all information and documents you submit are true, complete, accurate, and current, and you agree to promptly update them if they change. We may re-verify you at any time. Failure to complete or maintain verification may result in suspension of Partner features, withholding of payouts, or termination.

Subject to these Partner Terms, Tobinrin grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely to operate the Partner's business of offering Services to Shoppers. The Partner may permit its authorized team members to use the Platform on its behalf and remains responsible for their acts and omissions. The Platform is licensed, not sold. All rights not expressly granted to the Partner are reserved by Tobinrin and its licensors.

The Partner is solely responsible for all Partner Content, including the accuracy, legality, and quality of every listing. The Partner represents and warrants that:

• Each listing truthfully describes the Service, its price, currency, duration, delivery format, service area, and any conditions or preparation required.
• Prices are displayed inclusive of all charges and taxes unless the Partner is legally permitted to collect taxes separately and has configured them correctly.
• Images, media, and text do not infringe any third-party rights and are not misleading.
• Listings do not promote or facilitate illegal, unsafe, adult, counterfeit, or otherwise prohibited goods or services.
• Services that require a licence, permit, or qualification are only listed where the Partner holds the required authorization.

By submitting Partner Content, the Partner grants Tobinrin a worldwide, royalty-free, non-exclusive, sublicensable, transferable licence to host, store, reproduce, modify, create derivative works of, translate, publish, display, perform, and distribute that Partner Content in connection with operating, promoting, and improving the Platform. This licence survives termination only to the extent necessary to retain Partner Content in backups, comply with legal obligations, or evidence completed transactions. We may moderate, re-categorize, de-rank, or remove Partner Content that violates these Partner Terms or applicable law, with or without notice.

The Partner agrees to:

• Keep its availability, service areas, and pricing current, and promptly mark itself unavailable when it cannot accept Bookings.
• Honour every confirmed Booking and provide Services with reasonable care, skill, and professionalism.
• Arrive on time for in-person Bookings and be present at the scheduled time for virtual Bookings.
• Communicate promptly and courteously with Shoppers through the in-Platform messaging feature.
• Comply with applicable health, safety, hygiene, and professional-conduct standards.
• Not discriminate against any Shopper on any ground prohibited by law.

Consistent under-performance, including repeated cancellations, no-shows, late arrivals, unresolved complaints, or poor reviews, may result in reduced search visibility, suspension of Partner features, or termination.

When a Shopper confirms a Booking, a contract is formed directly between the Shopper and the Partner for the supply of the Service. Tobinrin is not a party to that contract. The Partner is solely responsible for the quality, safety, and legality of the Service, for honouring the Booking, for handling on-site interactions, and for resolving complaints relating to the Service. Tobinrin's role is limited to operating the Platform, facilitating discovery and booking, and processing payments on the Partner's behalf as its limited commercial agent for collection.

The Partner appoints Tobinrin (together with its payment processor) as the Partner's limited commercial agent for the sole purpose of: (a) collecting payments from Shoppers in respect of Bookings; (b) deducting Commission, payment-processor fees, taxes, and other amounts permitted by these Partner Terms; (c) issuing refunds and processing chargebacks; and (d) remitting Net Proceeds to the Partner's Payout Account. Payment by a Shopper under this arrangement satisfies the Shopper's payment obligation to the Partner, even if the Partner has not yet received the Net Proceeds, except where the Shopper has subsequently been refunded.

• Commission. Tobinrin charges the Partner a Commission of [X]% plus a fixed processing fee of [Y] per Booking, deducted at settlement. The applicable Commission is displayed in the Partner Dashboard and at the time of Booking confirmation. We may change the Commission on prior notice in accordance with Section 24.
• Optional subscription fees. If the Partner subscribes to premium features (such as enhanced visibility or additional team seats), the applicable subscription fee will be charged and will renew automatically until cancelled.
• Processing fees. Payment-processing fees are deducted from the gross amount paid by the Shopper before calculation of Net Proceeds.
• Taxes. We may deduct any taxes we are required by law to withhold.
• Other chargeable events. We may deduct from Net Proceeds any amounts the Partner owes us, including chargebacks, adjustments, indemnities, and Reserves.

Bookings may be processed in the currencies we support from time to time. Where a Booking involves currency conversion, the conversion rate and any conversion spread are set by our payment processor and are not controlled by Tobinrin. The Partner is responsible for any foreign-exchange exposure between the Booking currency and the currency of its Payout Account.

The Partner must nominate and maintain a valid Payout Account. The Partner represents and warrants that it is the lawful owner of the Payout Account, that the account is in the name of the Partner or the Organization, and that it is not used for any unlawful purpose. The Partner is responsible for the accuracy of Payout Account details and for any fees charged by its financial institution. Tobinrin is not liable for losses caused by incorrect Payout Account details or by delays originating with the Partner's bank or mobile-money provider.

Net Proceeds are transferred to the Partner's Payout Account typically within a short period after completion of the relevant Booking, subject to processor settlement schedules, Reserves, risk reviews, holidays, and regulatory delays. A record of gross receipts, Commission, fees, taxes, refunds, and Net Proceeds is available in the Partner Dashboard. The Partner must review its settlement records and notify us in writing within thirty (30) days of any discrepancy; after that period, the records are deemed accepted except in the case of manifest error.

We may, at our reasonable discretion, place a Reserve on, or otherwise withhold, all or part of the Net Proceeds where we determine it is necessary to protect against chargebacks, refunds, fraud, or other risk, to satisfy obligations of the Partner under these Partner Terms, to comply with law, or to investigate suspected violations. We will release a Reserve once the underlying risk has been resolved or the applicable period has expired. We will notify the Partner when we place a Reserve, except where notification is prohibited by law or would prejudice an investigation.

The Partner configures its own cancellation and refund policy, including free-cancellation windows, tiered refund percentages, and optional no-show fees. The Partner must display its policy clearly and must honour it.

• Where a Shopper cancels within the free-cancellation window configured by the Partner, a full refund will be issued automatically.
• Where the Partner cancels a confirmed Booking, the Shopper is entitled to a full refund.
• Where force majeure or a safety issue prevents delivery of the Service, we may, acting reasonably, issue a full or partial refund.
• Where a dispute cannot be resolved between the Partner and the Shopper, Tobinrin may, acting as payment agent, make a final decision on refund or retention. The Partner agrees that our determination is binding for the limited purpose of the payment-facilitation service, without prejudice to the underlying contract between the Partner and the Shopper.
• Refunds are deducted from future Net Proceeds or, if Net Proceeds are insufficient, invoiced to the Partner.

If a Shopper initiates a chargeback or similar reversal, we will notify the Partner and may deduct the disputed amount (together with any dispute fee) from the Partner's Net Proceeds or Reserve pending investigation. The Partner agrees to cooperate promptly with any chargeback response, including by providing documentation to substantiate the Booking. If the chargeback is lost, the deducted amount is forfeited. Repeated or fraudulent chargebacks attributable to the Partner may result in suspension, termination, and referral to regulators or law-enforcement.

The Partner is solely responsible for determining, collecting, reporting, and remitting all taxes applicable to its Services. Where required by law, we may collect and remit certain taxes on the Partner's behalf, and will make available a record of amounts collected. The Commission is exclusive of taxes applicable to Tobinrin's services; where law requires, we will add tax to the Commission and provide an appropriate invoice. The Partner agrees to provide any tax identification number, tax residency certificate, or similar document we reasonably request.

When a Booking is confirmed, we disclose limited Shopper Data to the Partner (such as name, phone number, relevant address, and Booking details) solely to enable the Partner to deliver the Service. With respect to Shopper Data:

• Roles. Tobinrin is the controller of Shopper Data collected through the Platform for the purposes described in the Privacy Policy. The Partner is an independent controller (or, as applicable, a joint controller) of Shopper Data to the extent that the Partner determines the purposes and means of processing for its own business (such as maintaining service history, complying with its own tax or professional obligations, or communicating with the Shopper about the Service).
• Permitted use. The Partner may use Shopper Data only to deliver the booked Service, communicate with the Shopper in relation to the Booking, and comply with its legal obligations. The Partner must not use Shopper Data for unrelated marketing, must not transfer it to any third party except to its own service providers under confidentiality, and must not use it to circumvent Tobinrin in accordance with Section 18.
• Partner obligations. The Partner will comply with all applicable data-protection laws, provide its own privacy notice to Shoppers where required, respond to Shoppers' rights requests in respect of its own processing, implement appropriate security measures, and promptly notify Tobinrin of any personal-data breach affecting Shopper Data.
• International transfers. Where the Partner processes Shopper Data outside the country in which it was collected, the Partner will ensure an appropriate transfer mechanism is in place.
• Return and deletion. On termination of the Partner's use of the Platform, the Partner will delete or return Shopper Data except where retention is required by law.

A separate Data Processing Addendum may be made available and, where executed, will prevail over this Section 17 on the matters it addresses.

The Partner agrees not to take, and not to permit its team members, agents, or affiliates to take, any action designed to circumvent Tobinrin in respect of Shoppers originated through the Platform. In particular, for each Shopper whose Booking was originated through the Platform, the Partner will not, for a period of twelve (12) months from that Shopper's most recent Booking on the Platform:

• Accept, solicit, or encourage payment off-Platform for bookings initiated through the Platform or through Shopper Data obtained via the Platform.
• Direct, pressure, or incentivise that Shopper to book or pay outside the Platform to avoid Commission.
• Use Shopper Data obtained via the Platform for marketing unrelated to the Partner's direct relationship with that Shopper.

This Section does not restrict the Partner from maintaining a direct relationship with a Shopper where the Shopper independently seeks services outside the Platform, but repeated off-Platform diversion will be treated as a material breach of these Partner Terms.

The Partner is solely responsible for maintaining, at its own expense, all licences, permits, registrations, certifications, and professional, general, property, and other insurance coverage that is customary or legally required for the Services it offers. On our request, the Partner will provide reasonable evidence of such licences and insurance. The Partner will comply with all applicable laws relating to its Services, including health, safety, hygiene, consumer-protection, accessibility, and advertising rules.

Tobinrin grants the Partner a limited, non-exclusive, revocable, royalty-free licence to use Tobinrin's name and logos solely to indicate that the Partner offers Services through the Platform, in accordance with any brand guidelines we publish. The Partner may not register any trademark, domain, or social-media handle that incorporates "Tobinrin" or a confusingly similar mark, or use our marks in a manner that suggests endorsement beyond the operation of the Platform. All goodwill arising from use of our marks inures to our benefit.

Each party may receive non-public information about the other in the course of these Partner Terms. The receiving party will (a) use such information only for purposes contemplated by these Partner Terms, (b) protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to any third party except to advisers and service providers under equivalent confidentiality obligations, or as required by law. This obligation survives termination for three (3) years, save that confidentiality of Shopper Data survives indefinitely.

Shoppers may leave ratings and written reviews about the Partner following a Booking. The Partner will not incentivise, threaten, coerce, or compensate any person to leave positive reviews, to retract or amend negative reviews, or to leave fake reviews. The Partner may respond to reviews through the Platform in a manner that is professional, factual, and respectful and that does not disclose another person's personal data.

In addition to the prohibited uses in our general Terms of Service, the Partner agrees not to:

• Offer Services that require a licence or qualification the Partner does not hold.
• Provide false or misleading information in its listings or profile, including inflated qualifications, fake certifications, or misappropriated portfolio items.
• Harass, intimidate, or discriminate against any Shopper, team member, or Tobinrin representative.
• Share login credentials, sell Partner accounts, or allow unauthorised persons to use the Platform under the Partner's account.
• Interfere with Platform functionality, circumvent security or fraud controls, or scrape Platform data.
• Solicit Shoppers to leave the Platform or to pay outside the Platform in violation of Section 18.
• Offer kickbacks, bribes, or other improper inducements to Tobinrin employees or contractors.

We may modify the Platform, Commission, fees, features, policies, and these Partner Terms from time to time. For material changes that affect pricing or that negatively affect the Partner in a substantial way, we will provide at least thirty (30) days' prior notice through the Platform or by email (or any shorter period required to comply with law or to address a security, fraud, or regulatory concern). Continued use of the Platform after the change takes effect constitutes acceptance. If the Partner does not agree, the Partner's sole remedy is to terminate these Partner Terms before the change takes effect.

We may suspend the Partner's access to the Platform, withhold payouts, or remove listings, in whole or in part, with or without notice, if we reasonably believe the Partner has breached these Partner Terms or the general Terms of Service, if continued use presents a legal, reputational, financial, or safety risk, if there is suspected fraud, abuse, or misrepresentation, if verification is incomplete or has failed, if required by a regulator or court, or if there are excessive chargebacks, complaints, or poor performance. During suspension, Bookings may be cancelled and Shoppers refunded, with amounts set off against Net Proceeds. Suspension does not release the Partner from obligations accrued before or during it.

These Partner Terms commence when you register as a Partner and continue until terminated.

• By the Partner. The Partner may terminate at any time by closing its Partner account, subject to completion of any confirmed Bookings, resolution of open disputes, and settlement of amounts owed.
• By Tobinrin for cause. We may terminate immediately on written notice if the Partner materially breaches these Partner Terms (including breaches of Sections 6, 17, 18, 19, or 23), becomes insolvent, ceases to carry on business, or is subject to sanctions.
• By Tobinrin for convenience. We may terminate for convenience on thirty (30) days' prior notice.

On termination for any reason:

• The Partner's access to the Platform and Partner Dashboard ends, except for read-only access we may provide for a limited period to allow the Partner to download its records.
• We will settle remaining Net Proceeds to the Payout Account after deduction of Commission, fees, refunds, chargebacks, and any Reserve we reasonably require to satisfy contingent liabilities.
• Any confirmed Bookings with a date after termination may be cancelled, and Shoppers refunded, unless both parties agree otherwise.
• The Partner's listings and profile may be removed from public view, although a limited archival record may be retained to evidence completed transactions and to comply with law.
• Provisions that by their nature survive termination — including payment obligations, Reserves, data-protection obligations, confidentiality, non-circumvention (for the period stated in Section 18), indemnities, disclaimers, limitations of liability, governing law, and dispute resolution — will continue in effect.

The Partner represents and warrants, on a continuing basis, that: it has full right, power, and authority to enter into and perform these Partner Terms; it holds all licences, permits, certifications, and insurance required for its Services; its Partner Content is accurate, not misleading, and does not infringe any third-party right; it will comply with all applicable laws, including data-protection, consumer-protection, anti-bribery, anti-money-laundering, tax, health and safety, and export-control laws; its beneficial owners are not sanctioned persons and are not acting on behalf of any sanctioned person; and it will not use the Platform for any purpose that is illegal, fraudulent, or otherwise prohibited.

The Platform is provided to the Partner "AS IS" and "AS AVAILABLE". Without limiting the disclaimers in our general Terms of Service, Tobinrin specifically disclaims any representation that the Platform will result in a particular level of bookings, revenue, traffic, ranking, visibility, or customer retention. Search results and discovery placements are determined by algorithms that may change at any time. Tobinrin is not responsible for the acts or omissions of Shoppers or of third parties, including payment processors and virtual-meeting providers.

To the fullest extent permitted by law, in no event will Tobinrin or its officers, directors, employees, agents, affiliates, or licensors be liable to the Partner for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, bookings, data, goodwill, business opportunities, or reputational harm, whether based on contract, tort (including negligence), statute, or any other theory, even if advised of the possibility of such damages. Tobinrin's total aggregate liability to the Partner arising out of or relating to these Partner Terms will not exceed the greater of (a) the total Commission paid by the Partner to Tobinrin in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred thousand naira (NGN 100,000). Nothing in these Partner Terms excludes or limits any liability that cannot be excluded or limited by law.

The Partner will defend, indemnify, and hold harmless Tobinrin, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Partner's Services, including any injury, loss, or damage alleged by a Shopper or third party; (b) Partner Content; (c) the Partner's breach of these Partner Terms, the general Terms of Service, or any applicable law; (d) the Partner's handling of Shopper Data; (e) any tax obligation of the Partner; (f) any claim that the Partner is an employee, worker, agent, or franchisee of Tobinrin; and (g) any dispute between the Partner and a Shopper, a team member, another Partner, or a regulator.

These Partner Terms are governed by the laws of [Governing Jurisdiction], without regard to conflict-of-law principles. Any dispute arising out of or relating to these Partner Terms shall first be addressed through good-faith negotiation for a period of thirty (30) days. If unresolved, the dispute shall be finally settled by binding arbitration seated in [Seat of Arbitration] under the [Arbitration Rules] before [one/three] arbitrator(s), in English. The arbitral award is final and binding. Each party retains the right to seek urgent injunctive relief in a court of competent jurisdiction to protect its intellectual-property or confidential information. To the fullest extent permitted by law, disputes must be brought only in an individual capacity and not as part of any class, collective, or representative proceeding.

• Entire agreement. These Partner Terms, together with the general Terms of Service, the Privacy Policy, any Data Processing Addendum, and any subscription or order form, constitute the entire agreement between Tobinrin and the Partner in relation to the Platform.
• No waiver. Failure to enforce any provision is not a waiver.
• Severability. If any provision is held invalid, the remainder will continue in full force and effect.
• Assignment. The Partner may not assign these Partner Terms without our prior written consent. Tobinrin may assign in connection with a merger, acquisition, reorganization, or sale of assets.
• Notices. Notices to the Partner may be given through the Partner Dashboard or by email to the address on the Partner's account. Notices to Tobinrin must be sent to bloom@tobinrin.com.
• No third-party beneficiaries. These Partner Terms do not confer rights on any person other than Tobinrin and the Partner.
• Language. Where these Partner Terms are translated, the English version controls in the event of any inconsistency.
• Survival. Provisions that by their nature survive termination will do so.

For questions about these Terms, contact us at:

• Email: privacy@tobinrin.com
• General Support: bloom@tobinrin.com