Overview

These terms govern participation in the Fufa AI referral partner program, operated by Hey Social ("Fufa AI" or the "Company"). By referring clients to Fufa AI, a referral partner ("Partner") agrees to the terms below.

Fufa AI provides digital marketing services, retention marketing, WhatsApp marketing, AI support, AI sales chatbots, and related services to D2C and other brands and businesses.

What Counts as a Referral

The referral must be introduced to the Company in writing, identifying the client by name with sufficient contact details.
The Company will acknowledge the referral in writing within 15 business days; if it doesn't, the referral is deemed not accepted.
The client must not already be a Fufa AI customer or an existing lead in the Company's CRM.
A referral only earns commission if it results in a paid engagement within 6 months of the introduction.

Commission

Partners earn commission on subscription revenue actually received from their referred clients. The commission rate and commission period applicable to each Partner are set out in that Partner's individual referral agreement.

Churn: if a referred client stops paying, the commission period for that client ends.
Not commissionable: usage-based charges (AI tokens, voice credits, WhatsApp messages), taxes, pass-through and third-party fees, setup or professional service fees, and refunded amounts.
Renewals & expansions: commission applies to renewals and plan expansions within the commission period.
Accrual: commission only accrues for months in which the client actually pays.

Invoicing and Payouts

The Partner raises a GST-compliant invoice at the end of each calendar month for clients who have paid in full.
Payouts are processed within 30 days of a valid invoice.
The Partner is responsible for its own GST and tax compliance.

Roles and Responsibilities

The Company has sole discretion to accept or reject referrals and to set pricing, scope, and terms for referred clients.
The Partner cannot bind the Company, negotiate on its behalf, or make representations about its services or pricing.
The Partner is an independent contractor — no partnership, agency, employment, or franchise relationship is created — and bears its own costs.
The Company provides monthly updates on the status, billing, and payments of referred clients.

Duration and Termination

Participation runs for 12-month periods and renews automatically unless ended earlier.
Either side may end participation without cause on 30 days' written notice, or immediately if a breach isn't remedied within 7 days of notice.
Participation ends automatically on dissolution, acquisition, liquidation, or winding up of either side.
All commission entitlement ends on the date of termination — no further fees accrue even if referred clients keep paying.

Confidentiality and Data

Each side must protect the other's confidential information and use it only for the purposes of the partner program; these obligations survive 5 years after participation ends.
Neither side may use the other's name, logo, or trademark without prior written approval.
Both sides comply with Indian data protection law, including the DPDP Act, 2023; the Partner must have valid consent or another lawful basis before sharing personal data.

Fair Dealing

Non-circumvention: for 12 months after each referral, the Company won't cut the Partner out of the commercial benefit of a client it learned of solely through that referral.
Non-solicitation: during participation and for 3 months after, neither side may poach the other's staff, and the Partner may not solicit referred clients for competing services.
Liability cap: aggregate liability is capped at the commissions paid in the 12 months preceding the claim; no indirect or consequential damages.

Governing Law

These terms are governed by the laws of India. Disputes are first attempted to be resolved amicably within 30 days, failing which they go to arbitration under the Arbitration and Conciliation Act, 1996, seated in Lucknow. Courts in Lucknow, Uttar Pradesh have exclusive jurisdiction.