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Sales Partner Agreement — Version 1.3
This Sales Partner Agreement (the "Agreement") states the terms and conditions that govern the contractual agreement between Webority Technologies Private Limited (CIN: U72900HR2019PTC079747), a company incorporated under the laws of India, having its principal place of business at 629, Vipul Trade Centre, Sector 48, Gurgaon, Haryana 122018, India ("Webority", which expression shall include its successors and assignees), and you, the applicant ("Partner"), effective from the date you accept it below. Webority and Partner are individually a "Party" and collectively the "Parties". As of the effective date, this Agreement constitutes the complete exclusive statement of the agreement between the Parties, and supersedes and replaces any prior agreements between them regarding the subject matter herein.
Webority provides IT Software Services and Consulting to its customers ("Customers"). Webority wishes to engage Partner to perform Sales Services as detailed below, and Partner has agreed to provide such services based on Webority's wishes to Webority and/or any affiliated entities and/or its Customers. By this Agreement the Parties wish to regulate the terms and conditions under which Partner provides such Services.
In consideration of the mutual covenants and promises made by the Parties to this Agreement, Webority and Partner agree as follows:
This Agreement shall begin on acceptance and continue until terminated by either Party under the terms of this Agreement.
Partner agrees that it shall provide its expertise to Webority for all things pertaining to the sales of IT Software and Consulting Services (the "Consulting Services"). The scope of the Consulting Services will include but not be limited to:
The commission rate for a lead shall be the rate recorded by Webority against that specific lead or, where no such rate is recorded, the rate for the relevant service in Partner's rate card, in each case as shown to Partner in the partner portal.
Webority may revise Partner's rate card or the rate recorded against a lead at any time. A revised rate shall apply only to Customer payments received by Webority after the revision. Commission already earned shall keep the rate in force when it was earned.
Commission is earned on each payment that Webority actually receives from a Customer for a lead that Partner registered through the partner portal and that Webority has marked as won. Commission is calculated once for each such payment, at the applicable rate, on the amount received excluding GST. No commission is earned on the value of a quotation, contract or invoice until, and only to the extent that, it is paid to Webority.
Commission is earned only on payments that Webority receives within twelve (12) months of the date it receives the first payment from the Customer for that lead. The end date of this period is shown to Partner on the lead in the partner portal. No commission is earned on payments received after that date.
An advance paid by the Customer earns commission in the same way as any other payment. If Webority refunds the advance before the commission on it has been paid to Partner, that commission is reversed as set out below.
A lead registered by Partner and accepted by Webority is protected in Partner's favour for ninety (90) days from the date of registration or, where Webority reviews the registration, from the date Webority accepts it. A lead that Webority already knows of or is already pursuing is not eligible for registration or commission.
Commission is subject to review and approval by Webority before it becomes payable. If Webority refunds a Customer payment, in whole or in part, before the commission on that payment has been paid to Partner, the commission on that payment, or the matching share of it, is reversed.
Webority pays approved commission in a monthly payout run. For each payout, Webority issues the commission invoice on Partner's behalf, and Partner is not required to raise an invoice of its own.
A payout is made only when the approved commission owed to Partner is at least INR 5,000 (Indian Rupees five thousand). A smaller balance is carried forward to later payout runs until it reaches that minimum.
Before any payout, Partner must have completed verification in the partner portal, including Partner's PAN and bank account details, and must have accepted the current version of this Agreement. Approved commission is held until these steps are complete and is then paid in a later payout run.
Tax shall be deducted at source from every payout as required by applicable law. Where Webority has verified Partner's GST registration, GST at the applicable rate shall be added to the commission. Payouts to a bank account outside India are converted from Indian Rupees at the exchange rate applied in the payout run.
Webority may suspend Partner's account, stating the reason. While the account is suspended, Partner earns no commission on Customer payments received and receives no payout. Webority may reactivate the account at its discretion, after which commission is earned and paid again under this Agreement.
The Parties acknowledge and agree that Webority or Customers will hold all intellectual property rights in any work product resulting from the Consulting Services including, but not limited to, copyright and trademark rights. Partner agrees not to claim any such ownership in such work product intellectual property at any time prior to or after the completion and delivery of such work product to Customer and Customers.
Partner shall not (i) disclose to any third party any details regarding Webority's or the Customers' business, including, without limitation, any information pertaining to Webority's or Customers' proprietary information, business plans, or price points (the "Confidential Information"); (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by Webority or the Customer in writing; (iii) use Confidential Information other than solely for the benefit of Webority and the Customer.
During the term of this Agreement and for twenty-four (24) months thereafter, Partner will not, directly or indirectly, solicit or attempt to solicit any business from any of Webority and/or Customers and its prospects, employees or contractors.
During the term of this Agreement and for twenty-four (24) months thereafter, Partner will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of Webority's or Customer's employees, or contractors for work at another Webority.
Partner agrees to indemnify, defend, and protect Webority and Customers from and against all lawsuits and costs of every kind pertaining to Webority's business including reasonable legal fees due to any act or failure to act by Partner based upon the Consulting Services.
Webority and Partner recognize and concur that Partner's status in relation to Webority is that of an "independent contractor" and is distinct from that of an employee. Consequently, Partner shall not be eligible for any employment-related benefits that Webority may offer its direct employees. This exclusion from benefits encompasses, but is not limited to, unemployment insurance, group medical or life insurance, profit-sharing, and retirement benefits.
Either Party may terminate this Agreement at any time during the term (or any extended term) by giving thirty (30) days prior written notice to the other Party.
On termination, Partner's account is closed. Commission earned before the date of closure is paid, once approved, in the next payout run, whatever its amount. No commission is earned on Customer payments received after the account is closed.
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties. Partner's acceptance of a revised version of this Agreement in the partner portal constitutes such agreement in writing.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, concerning the subject matter hereof. The provisions of this Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of India. All disputes, if any, arising out of this Agreement shall be submitted to the jurisdiction of the courts in New Delhi, India.