Authorized Reseller Agreement

1. Introduction and Appointment

This Reseller Agreement ("Agreement") is entered into between Crinoid Investments Limited, operating as AI Agents Ke ("Company", "We", "Us"), and the registered Reseller ("Reseller", "You"). By creating a reseller account, you are granted a non-exclusive, non-transferable right to market and sell AI Agents Ke services to third-party clients ("End-Users") subject to the terms herein.

2. Pricing, Margins, and Compensation

• Pricing Control: We provide the underlying AI Agents Ke services at an official wholesale base price. As a Reseller, you retain the independent right to determine the final retail price offered to your End-Users.
• Earnings Structure: Who collects the End-User’s payment determines how you earn:
  • Platform-collected payments: Your compensation is the margin difference between the official AI Agents Ke list price and the retail price you establish for your client. The margin reflects automatically in your Reseller Wallet after the End-User’s payment settles through our integrated billing APIs.
  • Reseller-collected payments (white labelling active): Your End-Users pay you directly through your own M-Pesa (Daraja) and/or card (Pesapal) account. You keep the full retail amount you charged; no additional margin is payable by us on those payments — we bill you separately at the official wholesale list price through the monthly white-label invoice described in Section 3.
• Collection Fallback: If your white-label licence is unfunded or suspended, collection reverts to the platform automatically: AI Agents Ke collects from your End-Users again and the margin resumes accruing to your Reseller Wallet for withdrawal under Section 4.

3. White Labelling (Your Brand, Your Billing)

• Free to Activate: Switching on white labelling is instant and costs nothing up front. There is no prepaid licence fee — your first charge arrives with your next monthly wholesale invoice.
• Your Brand Everywhere: While your licence is funded, every notification your End-Users receive carries your name (and logo, if uploaded) in place of the AI Agents Ke brand. If you add your own SMTP email account, that mail is sent from your mailbox; if you do not, the platform still delivers every message, branded with your name, so an End-User never sees our brand by accident.
• Your Gateways: You may register your own M-Pesa (Daraja) and/or card (Pesapal) payment details. While the licence is funded, your End-Users pay you directly through those gateways, and their paid subscriptions resume automatically on confirmation — exactly as if the platform had collected.
• Monthly Wholesale Invoice: On the monthly invoice day (the 30th by default, or the last day of shorter months) we issue one invoice for the official list cost of the billable clients on your account, with a per-client breakdown. List cost means the client’s plan tier plus the channels the client actually uses at our official prices — never your retail price.
• Trial Exclusion: A client still inside their own free trial is never billed to you; you start paying wholesale for a client only once that client has started paying. A month with nothing billable is carried forward automatically and is never treated as a lapse.
• Payment Terms: Each invoice is due within twenty-four (24) hours of issue and is payable via the platform’s M-Pesa or card checkout, or in one click from your Reseller Wallet where the balance covers it. A receipt is issued for every settlement.
• Grace and Suspension: An unpaid invoice triggers a grace period of five (5) days with daily payment reminders. If the invoice remains unpaid when grace ends, white labelling alone is suspended: your branding, custom email sender and payment gateways revert to the AI Agents Ke platform defaults, and collection from your End-Users falls back to the platform (your margin then accrues to your wallet as normal). Your clients’ assistants, conversations, channels and settings keep running, completely unaffected.
• Restoration: Settling the invoice at any time restores the licence immediately — branding, email sender and collection come straight back.
• Credibility of Brand Content: You are solely responsible for the brand name, logo, email account and support address you present to End-Users under white labelling, and they must not mislead, impersonate, or infringe third-party rights.

4. Payouts and Withdrawals

• Processing Time: Upon initiating a withdrawal request from your Reseller Wallet, funds will be processed and disbursed within a maximum of twenty-four (24) hours.
• Disbursement Methods: Withdrawals are strictly facilitated through authorized channels, specifically M-Pesa or standard bank transfer, utilizing the financial details registered to your Reseller profile.
• Wallet Offset: Your Reseller Wallet balance may be applied in one click to settle your monthly white-label invoice before withdrawing the remainder.

5. Infrastructure Control and Service Provisioning

• Administrative Authority: To ensure platform stability and security, Crinoid Investments Limited retains absolute and exclusive control over the core infrastructure.
• End-User Management: The Reseller acknowledges that they do not possess the system permissions to activate, suspend, or delete an End-User’s dashboard, workspace, or conversational AI bot. All lifecycle provisioning, suspension, and deletion actions are executed solely by AI Agents Ke Administration.
• Support: The Reseller serves as the primary point of contact for their End-Users regarding retail billing and general inquiries — under white labelling this is the support address on your own brand. Technical platform issues must be escalated by the Reseller to AI Agents Ke Administration.

6. Brand Representation and Acceptable Use

• Fair Representation: You agree to market the AI Agents Ke platform fairly, accurately, and professionally. You shall not make unauthorized, false, or misleading claims regarding the capabilities, integrations, or performance of the conversational AI bots or the Ella Engine.
• Brand Protection: You shall not engage in deceptive practices or utilize the AI Agents Ke brand in a manner that disparages Crinoid Investments Limited or brings the platform into disrepute.
• White-Label Conduct: Where your own brand is presented to End-Users, you must not use that separation to obscure the origin of the service, to evade dispute or refund obligations, or to misrepresent the entity responsible for processing End-User data.

7. Compliance and Liability

• Financial Liability: Because all End-User billing is processed through secure, third-party APIs (ours, or yours while white labelling is active), AI Agents Ke is not liable for payment gateway failures or End-User chargebacks. Margin payouts are contingent strictly upon settled funds we collected; amounts collected directly into your own gateways remain your sole responsibility, including refunds and disputes.
• Termination: AI Agents Ke reserves the right to suspend or terminate this Agreement and your Reseller account immediately if you breach any terms, misrepresent our services, or engage in fraudulent activities.