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3. COMPENSATION
3.1 In consideration for the Affiliate’s performance of its obligations and as good and valuable consideration, the Company shall to pay to the Affiliate, a commission on the Net Sales in the Territory, at such rates as shall be specified in writing and notified by the Company to the Affiliate, from time to time (“Commission”). The Commission is inclusive of VAT, where applicable, and shall be subject to levy and deduction of all applicable taxes (including without limitation withholding taxes and VAT). The rate(s) applicable to the Commission may be revised at any time at the sole discretion of the Company, subject to prior written notice being provided to the Affiliate to such change.
3.2 The Parties hereby agree, acknowledge and confirm that Commission shall not be payable against Net Sales of any Products (a) which were subsequently returned and/or refunded in accordance with the Company’s Returns & Refunds Policy; (b) against which there was a Chargeback; (c) which were part of a transaction against which any form of fraudulent activity has been suspected or found by the Company, (d) where the order transaction was cancelled by the Customer after placing it; (e) where the Customer purchased the Product with the intention of reselling it; and (f) where the order was linked to the Affiliate’s conduct of any of the prohibited actions specified in Clause 7.6.1-7.6.15 hereunder (hereinafter collectively referred to as “Commission Exemptions”) .
3.3 Commission payments together with the Invoice shall be issued and published on or about the 1st of each calendar month of the Term, for the Commission accrued in favor of the Affiliate in the preceding calendar month. Commission against the Net Sales of a Product shall accrue in favor of the Affiliate in the calendar month that the refund/return window of a purchased Product has elapsed for its corresponding Customer, as per the Returns and Refunds Policy, and provided the no Commission Exemptions have occurred against such Product. Commission payments against an Invoice shall be payable by the Company to the Affiliate on or before the 15th day of the calendar month in which that Invoice was issued (subject to the provisions of Clause 3.3.2 hereunder). Commission payments shall be made in Pakistan Rupees (PKR).