Version v1.0, effective 2026-08-31. The official language of the Terms is English; any translation is provided for convenience only.
KOMASHI PARTNER TERMS
Module B — Partner Terms
Version: v1.0 · Effective date: 2026-08-31
These Partner Terms apply to every Partner participating in the Komashi referral program. They incorporate the Komashi General Terms of Service (Module 0), which form part of this agreement. Capitalized terms not defined here have the meanings given in Module 0.
1. Scope; Relationship to the General Terms
In short: These terms are for referral partners who bring Providers to Komashi. They apply together with the General Terms; if the two conflict, these Partner Terms win for Partner matters. This summary is for convenience only and is not legally binding; the numbered terms govern.
1.1. These Partner Terms, together with Module 0, the Currency Terms (Module F), the Acceptable Use Policy (Module E) and the Privacy Policy, govern your participation in the Komashi referral program (the "Program") and form the agreement between you and Komashi as a Partner (the "Partner Agreement").
1.2. In case of conflict between these Partner Terms and Module 0, these Partner Terms prevail, subject to Section 3.2 of Module 0.
1.3. You enter into the Partner Agreement as a business, for purposes relating to your trade or profession. Consumer protection rules applicable to consumers do not apply to your relationship with Komashi.
2. The Referral Program
In short: You earn commission on Providers you refer directly (Level 1) and on Providers referred by partners in your network (Level 2). A referral counts when it's properly attributed through your referral link or code and the Provider becomes a paying customer. Non-binding summary.
2.1. Program structure. The Program has two levels:
(a) "Level 1 Referral": a Provider that registers on the Platform as a direct result of your referral, properly attributed under Section 2.2; and
(b) "Level 2 Referral": a Provider that registers on the Platform as a direct result of a referral by a Partner who was themselves introduced to the Program by you and is attributed to your network under Section 2.2 ("Network Partner").
2.2. Attribution. Referrals are attributed by referral code: a Provider is attributed to you if it used your referral code, or a referral link carrying it, when it registered.
(a) Last code wins. Where more than one referral code is presented before registration completes, the referral is attributed to the code actually used at registration. A Provider can be attributed to only one Partner at each level.
(b) Validity of a code. A referral code is valid for the period shown for that code in the Partner Program area of the Platform, which is the authoritative statement of its validity. Komashi may issue codes with different validity periods and may change the period applicable to codes issued in the future; a change never shortens the validity of a code already issued. A registration completed after a code has expired is not attributed to you.
(c) Records. Komashi's records of attribution are determinative absent manifest error. You may query an attribution under Section 4.4.
2.3. Qualification. A referral qualifies for Commission only if: (a) the referred Provider does not hold an Account with Komashi at the time of registration. There is no look-back period: a person whose Account was previously closed and who registers again using your code is a new referral, and is attributed to you; (b) the referred Provider accepts the Provider Terms and its Account is activated; and (c) the referral was not obtained in breach of Section 5 (Marketing Obligations) or the AUP.
2.4. No exclusivity; no obligation. The Program is non-exclusive. Komashi does not guarantee any minimum number of referrals, acceptances, or Commission. Komashi may decline to accept any referred Provider at its reasonable discretion (including for AUP, legal, or risk reasons).
3. Partner Commission
In short: For each referred Provider, you earn a share of the fees Komashi actually receives from that Provider, for 3 years from the day that Provider's Account is activated. Your commission comes out of Komashi's own revenue — it is never taken from End User payments, which never pass through Komashi at all. Non-binding summary.
3.1. Commission. For each qualifying referral, Komashi shall pay you a commission ("Partner Commission") out of the Fees actually received by Komashi from the referred Provider, at the Level 1 and Level 2 rates set out in Schedule 1 (Partner Commission Schedule), which forms part of these Partner Terms. Partner Commission accrues only on Fee-bearing invoices (invoices above the Provider's free allowance) that the End User has actually paid; no Partner Commission accrues on the Provider's free-allowance invoices or on unpaid or failed payments. For the avoidance of doubt, the Level 1 rate is included within, and never exceeds, the Commission rate payable by the referred Provider under Module A, and the total Partner Commission payable at all levels (Level 1 plus Level 2, across all Partners) in respect of any invoice shall never exceed the Commission actually received by Komashi on that invoice; where the applicable rates would produce a higher total, all affected Partner Commission is reduced proportionately. Partner Commission is calculated and accrues in US dollars (USD); Fees invoiced or received in another currency are converted into USD in accordance with Sections 4 and 6.1 of the Currency Terms (Module F), and once accrued a USD amount is not affected by subsequent exchange-rate movements (Module F Section 6.2).
3.1a. Changes. Komashi may amend Schedule 1 in accordance with Section 4 of Module 0 (notice and grace period). The version of Schedule 1 in force during a calculation month governs that month; amendments do not reduce Partner Commission already accrued.
3.1b. When the aggregate cap reduces your commission. The cap in Section 3.1 can produce a payment lower than the headline rate in Schedule 1. This happens where the Level 1 and Level 2 rates applicable to the same referred Provider, added together, exceed the Commission that Komashi actually receives from that Provider — in practice, where that Provider pays a reduced Commission rate (for example a loyalty rate under Schedule 1 to Module A) and the referral chain has two levels. In that case:
(a) each affected Partner's commission for that invoice is reduced by the same proportion, so that the total equals the Commission Komashi received and no more;
(b) Komashi will show the reduction on your monthly statement, identifying the invoice, the rate that would otherwise have applied, the reduction factor, and the amount paid; and
(c) the reduction applies only to the affected invoice; it does not change your rate band, your Commission Period, or any other accrued amount.
Komashi maintains the rate tables in Schedule 1 so that this reduction is the exception and not the normal case. Where a change to either Schedule would make the reduction routine for a class of Partners, Komashi will treat that as a change to Schedule 1 and give notice under Section 3.1a before it takes effect, rather than allowing the cap to absorb it silently.
3.2. Commission Period. Partner Commission accrues on Fees received by Komashi from a referred Provider during the period of three (3) years from the date the referred Provider's Account is activated (the "Commission Period"). No Partner Commission accrues on Fees received after the Commission Period, or during any period in which the referred Provider's Account is blocked or terminated.
3.3. SOURCE OF FUNDS — NO INVOLVEMENT IN THE MONEY FLOW. PARTNER COMMISSION IS PAYABLE BY KOMASHI OUT OF ITS OWN REVENUES (THE FEES IT RECEIVES FROM PROVIDERS FOR USE OF THE PLATFORM). FOR THE AVOIDANCE OF DOUBT: KOMASHI IS NOT PART OF THE END USER MONEY FLOW. PAYMENTS FOR PROVIDER SERVICES FLOW DIRECTLY FROM END USERS, VIA THE PAYMENT PROVIDER, TO PROVIDERS; KOMASHI IS NOT A MERCHANT OF RECORD OR PAYMENT SERVICE PROVIDER AND NEVER HOLDS, CONTROLS, OR TRANSMITS END USER FUNDS. PARTNER COMMISSION IS THEREFORE NEVER FUNDED FROM, CALCULATED AS A DEDUCTION FROM, OR SETTLED OUT OF END USER PAYMENTS.
3.4. Adjustments. If Fees on which Partner Commission was calculated are refunded, credited, or written off by Komashi, the corresponding Partner Commission is reversed and may be set off against future payouts. This applies only to cancellations or refunds requested and processed through the Platform; cancellations handled outside the Platform do not affect Partner Commission already accrued.
4. Payout Conditions and Schedule
In short: Commission builds up in your account automatically, but the payout itself is something you request — it is not sent on its own. It is then paid on the next payout date, provided your balance has reached the minimum threshold and your payout details and any required invoice or tax forms are in order. Non-binding summary.
4.1. Conditions. Payout of accrued Partner Commission is subject to: (a) your Account being in good standing and not suspended; (b) your provision of accurate payout details and any documentation reasonably required by Komashi (including tax forms and, where applicable, VAT invoices); and (c) your accrued balance reaching the minimum payout threshold set out in Schedule 1.
4.2. Schedule. Partner Commission is calculated monthly and credited to your Partner account automatically once the referred Provider has paid its Komashi fees; accrued amounts and payment status are shown in the Payouts section of your dashboard. Subject to Section 4.1, credited amounts are paid out on your request (submitted in the Partner Program area), on the payout dates and by the method set out in Schedule 1. Amounts below the threshold roll over to the next period. For the avoidance of doubt, no Partner Commission is payable until Komashi has actually received the corresponding Fee from the referred Provider; Komashi first collects the Fee and then pays the referring Partner(s), and if the Provider does not pay, no Partner Commission arises. All payouts are made in USD, and you must provide payout details capable of receiving a payment in USD; the payout currency, the conversion of accrued amounts, and the allocation of conversion and bank charges are governed by Section 6 of the Currency Terms (Module F).
4.3. Taxes. Partner Commission is exclusive of VAT where applicable. You are solely responsible for all taxes on amounts you receive under the Partner Agreement. Komashi may withhold amounts where required by law.
4.4. Statements; disputes. Komashi will make Commission statements available to you at the frequency set out in Schedule 1. You must raise any dispute regarding a statement within 60 days of its issue, after which the statement is deemed accepted absent manifest error.
4.5. Forfeiture on fraud. Komashi may withhold or cancel Partner Commission attributable to referrals obtained by fraud, self-referral, prohibited marketing (Section 5), or breach of the Partner Agreement.
5. Marketing Obligations
In short: Promote Komashi honestly and legally: no spam, no misleading claims, no pretending to be Komashi, and follow the marketing laws of every country you target. Non-binding summary.
5.1. When promoting the Platform, you shall: (a) comply with all applicable laws of every jurisdiction you target, including marketing, advertising, e-commerce, anti-spam, and data protection laws; (b) not send unsolicited commercial communications (spam) in any channel; (c) not make false, misleading, or unsubstantiated claims about Komashi, the Platform, the Program, or potential earnings; (d) not represent yourself as Komashi, as Komashi's agent or employee, or use Komashi's trademarks or branding except as expressly permitted by Komashi's brand guidelines at https://komashi.com/legal/brand; (e) clearly disclose your status as an independent referral partner where required by applicable law; and (f) not offer or pay any inducement that would violate anti-bribery or similar laws.
5.2. You shall not refer, and shall ensure your Network Partners do not refer, prospective Providers whose businesses would violate the AUP.
5.3. You are responsible toward Komashi for the compliance of your Network Partners' marketing with this Section 5, without prejudice to their own direct obligations under their own Partner Agreements.
5.4. Komashi may require you to cease or modify any marketing activity or material that, in Komashi's reasonable opinion, breaches this Section 5 or harms Komashi's reputation.
6. Independent Contractor; No Employment or Agency
In short: You are an independent business. Being a Partner does not make you Komashi's employee, agent, or representative, and you can't sign anything or make promises on Komashi's behalf. Non-binding summary.
6.1. You participate in the Program as an independent contractor. Nothing in the Partner Agreement creates any employment, agency, partnership, joint venture, or franchise relationship between you and Komashi.
6.2. You have no authority to conclude contracts, make representations, give warranties, or otherwise bind Komashi, and you shall not hold yourself out as having such authority.
6.3. You are solely responsible for your own business operations, staff, costs, insurance, social security, and tax obligations.
7. Term; Termination
In short: Either side can end the partnership with notice. When it ends, your referral links stop working and no further commission accrues. Commission you have already earned but have not yet been paid stays payable to you — the only exception is where we end it for your fraud or a material breach, in which case it is forfeited. Non-binding summary.
7.1. The Partner Agreement runs for an indefinite term. Either party may terminate it for convenience with 30 days' written notice, and Komashi may suspend or terminate it in accordance with Module 0 (including for breach of Section 5).
7.2. On termination: (a) your referral links and codes are deactivated; and (b) no further Partner Commission accrues after the termination date, including on Fees received from previously referred Providers.
7.2a. Accrued but unpaid Commission on termination — it depends who ended it and why.
(a) Where Komashi terminates for your fraud or material breach, or where you are in material breach at the time of termination, Partner Commission that has accrued but not yet been paid out is forfeited to the extent permitted by applicable law (Section 7.3).
(b) In every other case — including where you terminate, and where Komashi terminates for any reason other than your fraud or material breach — Partner Commission that has accrued but not yet been paid out remains payable to you. It is paid on the next payout date following termination in accordance with Schedule 1, and the minimum payout threshold does not apply to that final payment. Your right to request payment of it lapses if you do not do so within twelve (12) months of the termination date.
(c) Nothing in this Section requires Komashi to pay Commission that never accrued, or Commission attributable to Fees that the referred Provider has not paid (Section 3.2).
7.3. Section 7.2a(a) applies where termination is for your fraud or material breach; forfeiture under it extends only so far as applicable law permits, and Komashi will state the ground relied on when it terminates.
7.4. Sections 3.3, 4.3, 6, 8, and 9 of these Partner Terms survive termination, in addition to the provisions listed in Section 17 of Module 0.
8. Indemnification
In short: If your marketing or your breach of these terms causes claims against Komashi — for example spam complaints or misleading-advertising claims — you cover the costs. Non-binding summary.
8.1. You shall defend, indemnify, and hold harmless Komashi, its officers, directors, employees, and agents from and against any third-party claims, demands, proceedings, fines, penalties, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your marketing or referral activities, including alleged spam, misleading advertising, or violation of marketing or data protection law; (b) your breach of the Partner Agreement, including the AUP; (c) any claim that you acted, or held yourself out, as Komashi's agent, employee, or representative; or (d) claims by your Network Partners or by persons you referred, to the extent arising from your own acts or omissions.
8.2. Komashi will notify you promptly of any claim subject to indemnification, and reserves the right to assume, at your expense, the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall cooperate with Komashi's defense.
9. Liability
In short: The liability rules of the General Terms apply. Since Partners typically pay Komashi no fees, the practical cap is the commission-based figure stated below. Non-binding summary.
9.1. Komashi's liability under the Partner Agreement is limited as set out in Section 10 of Module 0, which applies in full. Where you have paid no Fees to Komashi in the preceding twelve (12) months, Komashi's total aggregate liability shall not exceed the greater of (a) the Partner Commission paid or payable to you in the twelve (12) months preceding the event giving rise to liability, and (b) USD 500. This Section 9.1 grants you greater protection than Section 10.1 of Module 0 would otherwise provide and therefore prevails over it in accordance with the proviso in Section 3.2 of Module 0.
9.2. Komashi has no liability for the conduct, solvency, or continued participation of any referred Provider or Network Partner, or for any decline in Fees on which Partner Commission is calculated.
Schedule 1 — Partner Commission Schedule
The Partner Commission Schedule (Level 1 and Level 2 rates, Commission Period, and payout mechanics) forms part of these Partner Terms and is set out in a separate document, "Module B — Schedule 1 (Partner Commission Schedule)" (module-b-schedule-1-partner-commission.md), published at https://komashi.com/partner-program and available on request. That Schedule has its own version and effective date and may be amended in accordance with Section 4 of Module 0 and Section 3.1a of these Partner Terms (notice and grace period); amendments do not reduce Partner Commission already accrued. The version of Schedule 1 in force during a calculation month governs that month. Level 2 Partner Commission does not accrue unless and until Level 2 rates are published in that Schedule 1; rates displayed only in the dashboard do not form part of the Partner Agreement. In case of any conflict between a summary elsewhere and Schedule 1, Schedule 1 governs.