Business Agreement

Commission Payment Terms & Legal Obligations

UPDATED PAYMENT MODEL

New Payment Flow: Customers pay for deals directly through VibeRoute app. Commissions are deducted from customer payments before settlement. No upfront payments or wallet balance required.

IMPORTANT LEGAL DOCUMENT

This agreement governs commission payments between businesses and influencers on VibeRoute. By accepting, you agree to legally binding payment obligations.

Last updated: February 23, 2026

1. Introduction

This Business Agreement ("Agreement") is entered into between Swapplee Technologies Ltd("VibeRoute", "we", "us", "our") and the business entity ("Business", "you", "your") using the VibeRoute platform for commission-based marketing services.

This Agreement supplements our general Terms of Service and specifically governs commission payments, payment processing, and financial obligations between businesses, customers, and influencers on the VibeRoute platform.

NEW PAYMENT MODEL: Customers pay for deals directly through the VibeRoute app. VibeRoute processes payments, deducts platform fees and commissions, and settles your share to your bank account. No wallet balance required.

2. Updated Payment Flow

New Payment Process (Effective Immediately)

1

Customer Payment

Customer pays for the deal directly through VibeRoute app using available payment methods.

2

Commission Deduction

Your commission rate is automatically deducted from the customer payment along with platform fees.

3

Settlement to Business

Your share is automatically calculated and settled to your registered bank account within 2-5 business days.

2.1 Key Benefits of New Model

  • No Upfront Payments: You don't need to pre-fund a wallet or maintain balances
  • Reduced Financial Risk: Commissions only deducted when customers actually pay
  • Automated Settlements: Your share automatically sent to your bank account
  • Simplified Accounting: Clear separation of customer payments and business settlements
  • Better Cash Flow: No funds tied up in wallet balances

Important Transition Note

All existing wallet balances have been refunded or converted. The old wallet system has been discontinued. All new deals operate under this customer-pay model.

3. Commission Structure & Calculations

3.1 Commission Calculation

  • Commissions are earned by influencers for verified customer referrals to your business
  • Commission rates are set by you when creating deals (percentage or fixed amount)
  • Commissions are calculated based on the customer payment amount
  • All commission rates are binding upon deal publication

3.2 Settlement Calculation Example

For a ₦10,000 deal with 10% commission:

Customer pays:₦10,000
Commission to referrer (10%):- ₦1,000
Platform fee (7.5%):- ₦750
Transaction fee (flat):- ₦100
VAT (7.5% of platform fee):- ₦56
Your settlement:₦8,094 (80.9%)

Breakdown Summary:

  • • Referrer receives: ₦1,000 (full commission, no deductions)
  • • Platform receives: ₦906 (fees + VAT)
  • • Business receives: ₦8,094 (80.9% of deal price)

*Actual commission rates and platform fees are displayed during deal creation

3.3 Bank Account Requirements

  • You must provide a valid Nigerian bank account for settlements
  • Settlements are processed within 2-5 business days
  • You are responsible for ensuring bank account information is accurate
  • VibeRoute is not liable for delays due to incorrect bank information
  • Minimum settlement amounts may apply

4. Financial Obligations & Legal Liability

LEGAL NOTICE: COMMISSION OBLIGATIONS

All commissions earned by influencers through verified customer referrals constitute legally binding obligations. These commissions are deducted from customer payments processed through VibeRoute. Attempts to circumvent commission payments constitute fraud and breach of contract.

4.1 Commission Payment Guarantee

  • Customer Payment First: Commissions are only deducted from successful customer payments
  • No Payment, No Commission: If a customer doesn't pay, no commission is due
  • Transparent Deductions: All deductions are visible in your settlement reports
  • Influencer Protection: VibeRoute guarantees commission payments to influencers from customer payments

4.2 Business Responsibilities

  • Accurately set commission rates that reflect your marketing budget
  • Verify deal redemptions within 24 hours when customers check in
  • Maintain valid bank account information for settlements
  • Provide necessary documentation for large settlements
  • Comply with Nigerian tax regulations on business income

4.3 Legal Consequences of Non-Compliance

  • Account Suspension: Accounts attempting to circumvent commissions are suspended
  • Legal Action: VibeRoute reserves the right to pursue legal action for fraud
  • Business Listing Removal: Non-compliant businesses may be removed from the platform
  • Reputational Damage: Public disclosure of commission avoidance
  • Influencer Compensation: VibeRoute may compensate influencers and seek recovery

5. Influencer Protection & Payment System

VIBEROUTE PAYMENT GUARANTEE

VibeRoute guarantees payment to influencers for all verified commissions from customer payments. The new payment model ensures influencers receive commissions directly from the customer payment before business settlement, eliminating business payment default risk.

5.1 Protection Mechanisms

  • Commissions are deducted from customer payments before business settlement
  • Influencers receive commissions within 24 hours of verified redemption
  • No reliance on business wallet balances for commission payments
  • Automatic payment verification and fraud detection
  • Transparent commission tracking for all parties

5.2 Business Benefits

  • No Cash Outlay: You don't pay commissions until customers pay
  • Better Cash Flow: Commissions only deducted from actual revenue
  • Risk Mitigation: No risk of paying for unredeemed deals
  • Simplified Accounting: Clear commission expense tracking
  • Trust Building: Guaranteed payments build trust with influencers

6. Dispute Resolution & Settlement Issues

6.1 Commission Disputes

  • Commission disputes must be raised within 48 hours of settlement
  • Businesses must provide evidence to support disputed commissions
  • During dispute resolution, affected funds are held in escrow
  • VibeRoute's decision on commission disputes is final and binding
  • Frivolous or repeated disputes may result in account suspension

6.2 Settlement Disputes

  • Settlement issues must be reported within 7 days of expected settlement date
  • VibeRoute will investigate and resolve settlement issues within 14 days
  • Late settlements may accrue interest at Central Bank of Nigeria rates
  • Technical issues affecting settlements will be resolved promptly
  • Businesses must maintain accurate bank account information

6.3 Governing Law & Jurisdiction

  • This Agreement shall be governed by Nigerian law
  • Any disputes shall be subject to the exclusive jurisdiction of Lagos State courts
  • Businesses agree to jurisdiction in Lagos State for all legal proceedings
  • Alternative dispute resolution through mediation is encouraged

6.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the original intent.

7. Termination & Amendments

7.1 Termination Rights

  • VibeRoute may terminate this Agreement for fraud, commission avoidance, or illegal activities
  • Businesses may terminate by deleting their account, provided all obligations are met
  • Termination does not relieve businesses of outstanding commission obligations from past deals
  • All pending settlements will be processed after termination

7.2 Amendments

VibeRoute may amend this Agreement to reflect changes in the payment model, commission structure, or legal requirements. Significant changes will be communicated 30 days in advance.

Continued use of the platform after changes constitutes acceptance of the amended Agreement.

Transition Clause: Businesses that accepted the previous wallet-based agreement automatically transition to this updated customer-pay agreement. No additional acceptance is required for existing users.

8. Contact Information & Support

Legal & Commission Inquiries

Email: legal@viberoute.app

Payments & Settlements: payments@viberoute.app

Bank Account & Settlement Support

Settlement Issues: settlements@viberoute.app

Phone Support: +234 903 689 5720 (Business hours: 9AM - 5PM WAT)

Company Information

Company: Swapplee Technologies Ltd

International Office:
8 The Green, Suite B
Dover, Kent, DE 19901
Delaware, USA

Lagos Office:
3/5 Gbajumo Street, Balogun
Lagos, Nigeria

BUSINESS ACCOUNT ACKNOWLEDGEMENT

By creating or maintaining a business account on VibeRoute, you acknowledge that you have read, understood, and agree to be bound by this Business Agreement. You specifically acknowledge and accept the new customer-pay model where commissions are deducted from customer payments before business settlement.

This Agreement is effective from the date of business account creation or immediately for existing accounts, and remains in effect until terminated in accordance with its terms.