Partnership Guidelines

1. Purpose & Scope

Afams Ltd enters into partnerships to advance its commercial and agricultural mission. These Partnership Guidelines ("Guidelines") establish the framework, rights, obligations, and protective provisions governing all reseller, distribution, institutional, co-branding, licensing, and technology partnerships. These Guidelines form an integral part of any Partnership Agreement executed between Afams and a Partner.

These Guidelines are designed to protect the financial integrity, brand reputation, and operational continuity of Afams Ltd; prevent losses arising from Partner misconduct, insolvency, or breach; establish clear accountability frameworks; and safeguard Afams' Intellectual Property, trade secrets, and commercial relationships.

2. Partnership Categories

3. Partner Eligibility & Warranties

To be eligible as an Afams Partner, the applicant must satisfy ALL of the following:

• Be a duly registered business entity or recognised institution
• Not be subject to bankruptcy, insolvency proceedings, or material litigation
• Not have been previously debarred, suspended, or blacklisted by any government, regulator, or major commercial counterparty
• Have a principal place of business in a jurisdiction recognised as commercially sound by Afams
• Agree to provide certified copies of registration documents, tax compliance certificates, and director identification upon request
• Agree to and pass Afams' background due diligence check

Misrepresentation of any eligibility criterion shall entitle Afams to void the partnership immediately and claim full indemnification for all losses.

4. Application & Onboarding

1. Submit a detailed partnership proposal to partnerships@afams.co.ke including: entity registration details, type of partnership sought, geographic scope, projected volumes, and references.
2. Afams will conduct due diligence and respond within 10 business days. Afams reserves the right to decline any application without providing reasons.
3. Approved applicants shall execute a formal Partnership Agreement before any commercial activity commences. No oral or informal agreements shall bind Afams.
4. The partnership becomes effective only on the date of execution of the formal Partnership Agreement by authorised signatories of both parties.

No partnership shall be deemed to exist based on conduct, custom, or verbal agreement. Only a signed, written Partnership Agreement creates binding obligations on Afams.

5. Partner Obligations — Non-Negotiable

All Partners are irrevocably obligated to:

• Represent Afams and its Products truthfully, professionally, and in compliance with Afams' Brand Guidelines
• Obtain written approval from Afams before using any Afams or FarmBag trade mark, logo, or brand identity in any medium
• Not make any false, misleading, exaggerated, or derogatory statement about Afams, its Products, services, personnel, or business
• Not engage in any activity that could expose Afams to reputational, legal, regulatory, or financial harm
• Maintain adequate product liability insurance throughout the partnership term naming Afams as an additional insured
• Comply fully with all applicable laws in their territory, including consumer protection, tax, and import/export regulations
• Promptly notify Afams of any material change to their business, financial condition, ownership, or regulatory status
• Pay all amounts owed to Afams strictly in accordance with agreed payment terms

6. Financial Obligations & Payment Protection

To protect Afams from financial losses arising from Partner default:

• All purchase payments are due strictly within the period stated in the Partnership Agreement. Time is of the essence.
• Overdue payments shall attract interest at the rate of 2% per month (or the maximum permitted by Kenyan law, whichever is higher), compounded monthly from the due date.
• Afams reserves the right to suspend product supply, terminate the partnership, and pursue debt recovery proceedings for any overdue amounts.
• All legal costs and recovery expenses incurred by Afams in pursuing overdue payments shall be borne by the Partner on a full indemnity basis.
• Afams may require a deposit, letter of credit, or parent guarantee from Partners with unsatisfactory credit profiles.

7. Afams' Rights of Suspension & Termination

Afams Ltd may immediately suspend product supply and/or terminate a partnership upon the occurrence of any of the following:

• Partner is in material breach of the Partnership Agreement or these Guidelines
• Partner enters insolvency, administration, liquidation, or ceases trading
• Partner commits any act of fraud, dishonesty, or wilful misconduct
• Partner is convicted of a criminal offence or is the subject of material regulatory action
• Partner takes any action that damages or is likely to damage Afams' reputation, brand, or commercial interests
• Partner assigns, sub-licenses, or sub-contracts any partnership right without Afams' prior written consent
• Any Force Majeure Event that makes performance impossible for more than 60 days

Termination shall be without prejudice to Afams' right to recover all outstanding amounts, damages, and legal costs from the Partner.

8. Intellectual Property — Absolute Protection

All Intellectual Property rights in the FarmBag brand, product designs, patents, trade marks, and technology vest exclusively in Afams Ltd and shall not be transferred or licensed to any Partner except on the express terms of a separate written Licence Agreement.

Partners are granted only a limited, non-exclusive, non-transferable, revocable licence to use Afams' trade marks solely to fulfil their obligations under the Partnership Agreement. This licence is automatically revoked upon termination of the partnership for any reason and does not confer any ownership or residual rights in Afams' IP.

Unauthorised use of Afams Ltd's trade marks, designs, or product technology shall constitute intellectual property infringement and will be prosecuted to the fullest extent of Kenyan and international IP law.

9. Confidentiality & Trade Secret Protection

Partners shall treat as strictly confidential all non-public information disclosed by Afams, including pricing structures, supplier identities, product development plans, financial data, customer lists, technical specifications, and business strategy ("Confidential Information").

Partners shall not disclose Confidential Information to any third party without Afams' prior written consent; use Confidential Information solely for the purposes of the partnership; restrict access to personnel who need it for the purpose of the partnership; and immediately notify Afams of any actual or suspected unauthorised disclosure.

This confidentiality obligation survives termination of the partnership for 5 years. Breach of this clause may result in irreparable harm to Afams, entitling Afams to seek immediate injunctive relief from the courts of Nairobi without the requirement to post bond.

10. Non-Compete, Non-Solicitation & Non-Circumvention

During the term of the Partnership Agreement and for 12 months thereafter, Partners shall not, without Afams' prior written consent:

• Directly or indirectly solicit, divert, or attempt to entice away any of Afams' customers, suppliers, employees, or other partners
• Develop, manufacture, or sell any product that is a direct functional substitute for any Afams Product using knowledge or technology obtained through the partnership
• Circumvent Afams in any commercial transaction that arose through or was facilitated by the partnership

Breach of this clause shall entitle Afams to seek injunctive relief and damages, including an account of all profits made by the Partner through the breach.

11. Indemnification & Limitation of Liability

Partners shall fully indemnify, defend, and hold harmless Afams Ltd and all Afams Parties from and against any and all claims, losses, liabilities, damages, costs, and expenses (including full legal fees) arising from any breach of these Guidelines, violation of applicable law, or fraud or wilful misconduct on the Partner's part.

To the fullest extent permitted by applicable Kenyan law, the aggregate total liability of Afams Ltd in connection with any partnership arrangement shall NOT exceed the amount actually paid by the Partner for the specific Product giving rise to the claim, or KES 5,000, whichever is lower. Nothing in this clause limits our liability for death or personal injury caused by our negligence, or for fraud.

12. Effect of Insolvency

If a Partner enters insolvency, administration, liquidation, or any analogous proceedings:

• All amounts owed to Afams Ltd shall become immediately due and payable
• Any consignment stock in the possession of the Partner shall remain the property of Afams Ltd and shall be immediately returned or the market value paid to Afams Ltd
• Afams' trade marks licence granted to the Partner is automatically and immediately revoked
• Afams Ltd shall be entitled to file as a creditor in any insolvency proceedings and to exercise all available rights to recover debts owed

13. Governing Law & Dispute Resolution

These Guidelines are governed by the laws of the Republic of Kenya. Before initiating formal proceedings, the complaining party must send written notice to legal@afams.co.ke giving Afams Ltd 30 days to respond. Unresolved disputes are submitted to binding arbitration under the Nairobi Centre for International Arbitration (NCIA) Rules. All claims must be brought on an individual basis — class actions are waived. Afams Ltd reserves the right to seek urgent injunctive relief in the courts of Nairobi, Kenya.

14. Amendments & General Provisions

Afams Ltd reserves the right to amend these Guidelines at any time at its sole discretion. Updated Guidelines will be posted on the Platform with a revised effective date. Severability, no waiver, assignment (Afams unilateral), and entire agreement provisions apply as set out in our Terms and Conditions.

Contact — Partnerships