Referral Program Policy

Version: 1.12 · Effective Date: February 1, 2026
1. General Provisions

1.1. This Referral Program Policy (hereinafter — the "Policy") constitutes a public offer by Nakama Agency (hereinafter — the "Company") and sets forth the terms and conditions for participation in the Company's referral program (hereinafter — the "Program").

1.2. Company Details:
  • Legal name: Nakama Agency (Eenmanszaak)
  • Chamber of Commerce (KvK): 97113557
  • Address: Bilderdijkkade 50 B 9, 1053VN Amsterdam, Netherlands
  • Website: https://spellit.ai
  • Email: info@spellit.ai

1.3. The purpose of the Program is to incentivize the acquisition of new Referrals for the Company's services through recommendations by individuals and legal entities.

1.4. Participation in the Program is voluntary and free of charge. The Program is open-ended and remains in effect until terminated or modified in accordance with Section 12 of this Policy.
2. Definitions

2.1. Company — Nakama Agency, the operator of the Program and the Spellit.ai service.

2.2. Referrer — an individual or legal entity that has joined the Program by accepting this offer and is entitled to receive Compensation.

2.3. Referral — a new client of the Company who has submitted an application for onboarding, demo access, or contract execution through the Referrer's unique referral link or code.

2.4. Referral Link/Code — a unique identifier used to track referrals.

2.5. Reporting Quarter — calendar quarters (Q1: Jan–Mar; Q2: Apr–Jun; Q3: Jul–Sep; Q4: Oct–Dec).

2.6. Compensation — monetary payments made to the Referrer in accordance with Section 7 of this Policy.

2.7. Personal UTM Tag — a unique parameter in the URL of the Company's website, assigned to each Referrer for automatic identification and tracking of submitted applications.

2.8. Lead Generator (Type 1) — a partnership type in which the Referrer provides a contact of a potential Referral, while sales and service are handled by the Company (see Section 7).

2.9. Reseller / Integrator (Type 2) — a partnership type in which the Referrer independently manages the full client lifecycle for the Referral (see Section 7).
3. Joining the Program, Registration, and Identification

3.1. Joining the Program is effected by accepting this public offer. Acceptance is constituted by the Referrer submitting a participation request via email and/or completing the registration form on the Company's website.

3.2. Upon acceptance, the Referrer is assigned a unique referral link/code. No personal dashboard is provided.

3.3. Communication and document exchange are conducted via the email address provided by the Referrer.

3.4. The Referrer undertakes to provide accurate identification and payment details, as well as any documents required for payouts (see Section 9).

3.5. Additional requirements for Type 2 ("Reseller / Integrator"): participation under this type requires an individual application and is subject to approval by the Company. The Company may request information about the applicant's relevant experience, client base, and resources.

3.6. Prior to commencing active work, the Reseller / Integrator completes introductory training on the product and Referral service standards, provided by the Company. The format and scope of training are determined by the Company.
4. Participation Terms and Permitted Promotion Methods

4.1. Permitted: blog/social media/newsletter publications, personal recommendations, placement of materials on own resources, participation in webinars/events.

4.2. Prohibited:
a) paid search advertising using Spellit.ai brand keywords;
b) spam, incentivized traffic, cookie stuffing, page substitution, misleading advertising;
c) representing oneself as an employee/representative of the Company or making promises on behalf of the Company;
d) offering discounts/bonuses at the Company's expense without written approval;
e) violation of applicable advertising and data protection laws, including GDPR.

4.3. For violations, the Company may exclude the Referrer from the Program and void unconfirmed accruals (see Section 11).

4.4. Brand Usage: The Referrer may not independently use the trademarks, logos, or trade names of Nakama Agency / Spellit.ai. Only ready-made marketing materials provided by the Company may be used for promotion. Modification of provided materials without written approval is prohibited.
5. Referral Attribution

5.1. A Referral is attributed to the Referrer based on the "first valid application" principle: Compensation is awarded to the Referrer from whom the first application for the given Referral was received.

5.2. Attribution is effected by submitting an application through the Company's website using the Referrer's personal UTM tag in the page URL. An application submitted from a URL containing the Referrer's UTM tag is automatically attributed to that Referrer.

5.3. Recommendation: for the most accurate attribution, the Referrer may independently submit applications on behalf of prospective Referrals through the website using their personal UTM tag.

5.4. Attribution Period: attribution remains in effect for 90 (ninety) calendar days from the date the application is received. If no contract with the Referral is signed within this period, the attribution is released and the Referral is considered unassigned. Upon a justified request from the Referrer, the period may be extended once by 30 days, provided there is evidence of active negotiations with the Referral.

5.5. For offline lead transfers (conferences, in-person meetings), attribution may be established via a prior email notification to the Company with the Referral's details. In such cases, the Company confirms attribution by reply email.

5.6. In case of conflicts (applications from different Referrers for the same Referral), priority is given to the Referrer whose application was received earliest by date and time.

5.7. Exclusion: attribution is not granted if, at the time the application is received, the Referral is already in the Company's active sales pipeline (negotiations in progress, demo scheduled, commercial proposal sent). In such cases, the Company notifies the Referrer of the attribution rejection within 5 business days.
6. Referral Status and Events Triggering Compensation

6.1. The basis for accrual is actual payment for the Company's services by the Referral (invoice paid, payment not reversed/refunded).

6.2. Refunds, chargebacks, unpaid invoices, trial periods, and other non-payment events are not counted.

6.3. Accruals cease upon termination of the contractual relationship with the Referral (cancellation, non-payment, insolvency, etc.).

6.4. Recalculation upon refund: if the Referral returns the first payment (in full or in part), the Referrer's accrued commission is recalculated based on the amount actually retained. The difference is deducted from the next scheduled payout.
7. Compensation Amount and Accrual Procedure

7.1. Partnership Types. The Program provides two types of partnership, differing in the level of involvement and compensation model:

Type 1. "Lead Generator" (Referral)

a) Scope: The Referrer provides the Company with a contact of an interested Referral. Sales, contracting, and Referral service are performed by the Company.

b) Compensation: 40% of the Referral's first payment (first package of minutes). Compensation is a one-time payment.

Type 2. "Reseller / Integrator" (Full Cycle)

a) Scope: The Referrer independently manages the full Referral lifecycle: sourcing, sales, invoicing, and service (First Line Support). The Company's role is limited to providing the technology/platform.

b) Compensation (primary model): 40% Lifetime — the Referrer receives 40% of all amounts actually received from the Referral directly into the Company's account, for the entire duration of the Referral's contractual relationship with the Company.

c) Compensation (alternative model — by agreement): The Referrer operates under a special partner (wholesale) price list, purchasing the Company's services at partner rates. The Referrer independently determines the markup for the end Referral. Partner price list terms are agreed individually.

7.2. The partnership type is determined upon joining the Program and may be changed by mutual agreement.

7.3. Compensation accrual is performed once per quarter based on the reporting quarter results (Q1: January–March; Q2: April–June; Q3: July–September; Q4: October–December).

7.4. Reporting: The Company sends the Referrer a quarterly summary report on attracted Referrals and accrued Compensation — within 15 business days after the end of the quarter. The report is deemed accepted if no substantiated objections are submitted within 5 business days of receipt. If substantiated objections are received, the Company conducts a review and sends the Referrer a corrected report or a reasoned rejection of the objections.
8. Currency and Minimum Payout Thresholds

8.1. All Program calculations are performed in euros (EUR).

8.2. The minimum payout amount per quarter is EUR 200 (two hundred euros). Any balance below this threshold carries over to the next quarter.

8.3. Payout Deadline: Compensation is transferred within 10 (ten) business days from the date of approval of the quarterly report (see Section 7.4).

8.4. Banking fees and payment charges for international transfers may be deducted from the payout amount (at the bank's actual rates).

8.5. Payout upon Program Exit: upon termination of the Referrer's participation in the Program, the accumulated Compensation balance is paid in full regardless of whether the minimum amount specified in Section 8.2 has been reached, within 30 calendar days of the termination date.
9. Referrer Status and Payment Details Requirements

9.1. Individuals and legal entities may participate in accordance with the laws of their country of residence.

9.2. The Referrer shall provide payment details for SEPA/SWIFT transfers (or another mutually agreed payment method).

9.3. The Referrer bears full responsibility for the accuracy of payment details and timely provision of any required documentation.
10. Personal Data

10.1. By participating in the Program, the Referrer confirms consent to the processing of personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Company's Privacy Policy, available at: https://spellit.ai/privacy-policy.

10.2. Acceptance of the above consent is a mandatory condition for participation. Data processing is carried out for the purposes of Program administration and fulfillment of payout obligations.

10.3. The Referrer has the right to withdraw consent to data processing at any time by submitting a written request to the Company's email address. Withdrawal of consent results in termination of Program participation.
11. Liability, Restrictions, and Termination

11.1. The Company does not guarantee the Referrer any specific level of income or number of Referrals.

11.2. The Referrer acts independently, is not a representative/agent/employee of the Company, and is not authorized to enter into transactions or make promises on behalf of the Company.

11.3. For violations of Section 4 (including unfair practices, misleading advertising, infringement of third-party rights, brand misuse, etc.), the Company may:
a) suspend participation in the Program;
b) exclude the Referrer from the Program;
c) void unconfirmed accruals;
d) deny future payouts for disputed/fraudulent referrals.

11.4. Confidentiality: Company reports, Referral data, financial terms, and other Program materials constitute confidential information.
— The Referrer undertakes not to disclose or transfer confidential information to third parties without the Company's written consent.
— In case of disclosure, the Referrer shall compensate all direct losses in full, including documented costs of enforcement and damage recovery.

11.5. Taxes and Duties: The Referrer is solely responsible for compliance with the tax legislation of their jurisdiction and for payment of all taxes and duties related to the receipt of Compensation.

11.6. Participation may be terminated at the initiative of either party:
— The Company — with immediate effect in case of Policy violation; otherwise — with at least 30 calendar days' notice;
— The Referrer — by notification in any form (email). Accruals for already paid periods are preserved.

11.7. Non-Transferability: The Referrer may not transfer, assign, or otherwise alienate their Program participant status, attributed Referrals, or the right to Compensation to third parties without the prior written consent of the Company.
12. Program Duration and Amendment of Terms

12.1. The Program is open-ended and remains in effect until its termination.

12.2. The Company may amend the terms of this Policy by notifying Referrers at least 30 (thirty) calendar days in advance by publishing an updated version on the Company's website and/or by email. Amendments required by applicable legislation take effect on the date of publication without observing the above notice period.

12.3. Continued participation in the Program after amendments take effect constitutes the Referrer's acceptance of the updated Policy.

12.4. Amendments shall not have retroactive effect with respect to already accrued amounts, except in cases of identified fraud or Policy violations.
13. Force Majeure

13.1. The parties are released from liability for partial or full non-performance of obligations due to extraordinary and unavoidable circumstances (force majeure): natural disasters, wars, acts of governmental authorities, payment system failures, etc.

13.2. The party for which performance has become impossible shall notify the other party within a reasonable timeframe.
14. Final Provisions

14.1. This Policy is governed by and construed in accordance with the laws of the Netherlands.

14.2. Any disputes arising in connection with this Policy that cannot be resolved through negotiations within 30 (thirty) calendar days shall be submitted to the competent court in Amsterdam, Netherlands, or to international commercial arbitration under rules agreed upon by the parties.

14.3. Correspondence via the email address provided during registration is recognized as legally binding.

14.4. This Policy constitutes the entire agreement between the parties with respect to the subject matter of the Program and supersedes all prior oral and written agreements on this matter.

14.5. If any provision of this Policy is found to be invalid or unenforceable, the remaining provisions shall retain their full legal force.

14.6. This Policy takes effect on the date of publication and applies in its current version.