Commission vesting policy

Draft v1.0 — under review. The Arabic text governs; this English text is for convenience only.

English convenience translation

This English text is an unofficial convenience translation. The Arabic text in Part One is the sole governing text. In the event of any discrepancy or conflict in meaning between the two, the Arabic text prevails.

Vesting and Adjustment Policy

This Policy forms an integral part of the Platform Terms of Use, the Merchant Program Agreement and the Affiliate Participation Agreement, and explains when commission arises, when it becomes final, and how adjustments are handled.

1 — Governing Principle

1.1 Commission is an entitlement conditional upon vesting, not a present obligation reduced by a penalty. No final entitlement arises for the Marketer until the vesting condition is fulfilled — expiry of the period stated in the Program Terms without a documented cancellation, return or reversal.

1.2 Failure of the condition is not a penalty, a fine or a penalty clause. No right ever arose to be reduced. This Policy is drafted on that basis so as to avoid any penal characterisation subject to the court's power of reduction under Articles 302 and 303 of Civil Code No. 67 of 1980.

⚠️ Reviewer note (Civil Code 302–303)

1.3 The words "fine", "penalty" or "punitive deduction" may not be used in any interface, message or document to describe the pre-vesting state or a reversing adjustment. The approved descriptions are "not yet vested" and "adjustment".

1.4 No interest and no fees are charged to the Marketer in any case under this Policy.

2 — Conversion Lifecycle (State Machine)

`` Recorded ──► Vesting ──► Vested ──► Payable ──► Paid │ │ └──► Reversed ◄──┘ ``

| # | State | Meaning | Transitions out | |---|---|---|---| | 1 | Recorded | The Conversion is logged and attributed to a Marketer by an enabled attribution method. Not yet reviewed. | → Vesting (automatically when the period starts) · → Reversed (reasoned, evidenced decline) | | 2 | Vesting | The validation window and Vesting Period are running. No payment in this state. | → Vested (period expires without decline) · → Reversed (approved, evidenced reason) | | 3 | Vested | The period expired without an evidenced decline. The condition is fulfilled and the right has finally arisen. No recourse save proven fraud or forgery. | → Payable (inclusion in an issued Statement) | | 4 | Payable | Included in a Statement issued in the Marketer's name, awaiting the payment run. | → Paid (payment executed) · → remains Payable (below minimum payout, or execution failed) | | 5 | Paid | Payment executed to the account registered in the Marketer's name. Terminal state. | — | | 6 | Reversed | The vesting condition failed for an approved, evidenced reason, or a breach was proven. No right arose. | → Vested (if the Marketer's objection is upheld) |

Additional operational state: Held — a Conversion may be held back from moving to "Vested" where there is a fraud report, an open dispute or a code leak under investigation. A hold may not exceed thirty (30) days from its date, after which the Conversion moves to "Vested" unless a reasoned reversal decision has issued.

3 — Periods

| Item | Period | |---|---| | Validation window (Merchant review) | Per Program — minimum 14 days · default 21 days | | Start of period | From order recording — for cash on delivery, from confirmed delivery | | Deemed approval | On expiry of the validation window without a reasoned, evidenced decline | | Basis | The consumer's 14-day right of withdrawal — Article 17 of Decree-Law 10/2026 | | Statement issue | Day [3] of the month, for the preceding month | | Payment | Within [10] days of Statement issue | | Objection window | 30 days from the Statement being made available or the state being recorded | | Response to objection | 15 business days | | Review request | Once, within 7 days of notification | | Maximum hold | 30 days | | Recourse after vesting (proven fraud only) | 30 days from discovery of the fraud |

4 — Reversal Reasons and Evidence

No reversal or reversing adjustment is accepted save on one of the following grounds, accompanied by supporting evidence uploaded to the Platform:

| # | Reason | Evidence required | |---|---|---| | 1 | Order cancellation before fulfilment | Cancellation notice from the Merchant's system or dated customer correspondence | | 2 | Return or withdrawal within the statutory period | Return notice and refund reference | | 3 | Non-delivery or refusal to accept | Proof from the delivery company or the Merchant's records | | 4 | Payment failure or chargeback | Notice from the payment gateway or bank | | 5 | Duplicate recording of the same order | Both order references and proof of identity between them | | 6 | Order does not meet Program conditions (below minimum, excluded item, customer not new in a new-customer-only Program, outside the geographic scope) | Supporting order data — for "customer not new" the burden of proof is on the Merchant, by prior documentation | | 7 | Self-purchase, or purchase through a relative to the second degree or an entity controlled by the Marketer | Supporting matched data | | 8 | Code leakage to a prohibited channel | Dated documented capture of the first leak — effect confined to the period after that date | | 9 | Proven breach of prohibitions (Article 7 or 8 of the Affiliate Agreement) | Dated documentary evidence | | 10 | Proven fraud or forgery | Reasoned report with its documents — the only ground permitting recourse after vesting |

Evidence rules:

• A decline without reason or without evidence is rejected automatically and does not suspend the running of the period.
• The burden of proof lies on the party asserting the reversal ground.
• Every ground is recorded with its code and evidence in the adjustments log and made available to the Marketer with its date.

5 — How an Adjustment Is Effected

5.1 An adjustment is effected by an Adjustment entry on the Conversion, not by a punitive deduction and not by recovery of amounts already paid.

5.2 Before vesting: the Conversion is reversed, no commission arises, and the corresponding Validated Conversion fee payable by the Merchant falls away. No claim lies against any party.

5.3 After vesting and before payment: reversal is permitted only on the ground of proven fraud or forgery (clause 4.10), effected by set-off on the next Statement.

5.4 After payment: the Marketer is required to repay an amount paid only in the case of proven fraud or forgery, within thirty (30) days of its discovery, by a reasoned decision open to objection under clause 6. Recovery is effected first by set-off against subsequent commissions; cash repayment is required only where sufficient subsequent commissions do not arise within six (6) months.

5.5 Corresponding Merchant protection: no Validated Conversion fee is due from the Merchant on a Conversion reversed before vesting; if already invoiced it is credited by set-off on the next invoice.

5.6 The Company charges the Marketer no administrative cost or processing fee for an adjustment.

6 — Objection and Review

| Step | By | Period | Effect | |---|---|---|---| | 1 — File objection | Marketer or Merchant, via the dashboard | Within 30 days of the Statement being available or the state recorded | Suspends the disputed adjustment pending decision | | 2 — Attach evidence | The objector | With the objection or within 5 days | An objection without evidence is not decided in the objector's favour | | 3 — Put to the other party | The Company | Within 3 business days | 5 business days to respond | | 4 — Reasoned decision | The Company | Within 15 business days of the file being complete | Notified in writing with reasons | | 5 — One review request | The objector | Within 7 days of notification | Final platform-level decision within 10 business days | | 6 — External escalation | Either party | — | Dispute committee (Articles 36–38 of Decree-Law 10/2026) or the courts of the State of Kuwait |

6.1 Expiry of the thirty days without objection constitutes final acceptance of the Statement or state.

6.2 Neutrality: the objection decision is taken by a person other than the maker of the decision objected to, and is entered in an immutable audit log.

6.3 Transparency: each party may see the reason and the evidence on which the decision was based, so far as it concerns it, and without any Merchant customer data.

7 — Payment

7.1 Conversions in the "Vested" state are included in the following month's Statement and become "Payable".

7.2 Minimum domestic payout is KWD 10.000. Amounts below it roll to the next run and are paid in full on termination whatever their value.

7.3 Failed payment: the Marketer is notified of the reason, updates its details, and the amount rolls to the next run after verification. The right is not extinguished by failure of payment.

7.4 Reserve right: payment may be deferred for not more than ninety (90) days on Conversions with a particular Merchant in the cases of that Merchant's bankruptcy or insolvency or reasoned evidence of fraud in its data, under Article 6.6 of the Affiliate Participation Agreement. This right may not be invoked for a Merchant's non-payment on ordinary commercial grounds; the Company is a principal and pays out of its own funds.

7.5 Payments are executed only through banking channels or licensed payment services providers, never in cash and never in balances or vouchers issued by the Company.

8 — Records and Transparency

8.1 For each Conversion there is retained: the date of each state transition, who effected it, its reason, its evidence, and the commission and conversion-fee amounts at each stage.

8.2 These records are retained for not less than five (5) years under Article 23 of Decree-Law 10/2026, and ten (10) years under the Company's internal policy.

8.3 The Marketer sees in its dashboard the reason and date of every reversal; the Merchant sees the reason and date of every deemed approval.

8.4 No entry is amended after creation; correction is by a new adjustment entry referring to the original.

9 — Amendment and Language

9.1 This Policy is amended under Article 14 of the Platform Terms of Use, prospectively only, and does not affect a recorded Conversion or a commission whose Vesting Period began before the amendment took effect.

9.2 Language: this Policy is made in Arabic; an English translation may be made available for convenience only. In the event of any difference or conflict in meaning between the two texts, the Arabic text alone prevails and is the governing text.

End of document 06 — v1.0-draft — 2026-08-23