1. Definitions

For the purpose of this Agreement, the following terms shall have the meanings ascribed to them below:

• "Company" refers to Shuchi Business Solution Private Limited, a company incorporated under the Companies Act, 2013, with its registered office in India.
• "Partner" means any individual, sole proprietor, partnership firm, LLP, or private/public company that has been accepted by the Company to participate in its Partner Program.
• "Partner Program" refers to the business collaboration framework established by the Company, including but not limited to referral, reseller, distribution, or affiliate arrangements.
• "Products/Services" means all offerings marketed, sold, or distributed by Shuchi Business Solution Private Limited from time to time.
• "Commission" refers to the fee or revenue share payable to the Partner as per the applicable schedule communicated by the Company.
• "Confidential Information" includes all non-public business, technical, financial, or operational information shared by either party in connection with this Agreement.

2. Partner Eligibility

To become and remain a Partner of Shuchi Business Solution Private Limited, the following eligibility criteria must be met at all times:

• The Partner must be at least 18 years of age and legally competent to enter into a binding contract under applicable Indian law.
• The Partner must possess valid business registration, GST registration (if applicable), and all other licenses required for conducting business in their jurisdiction.
• The Partner must not be an undischarged insolvent, convicted of any criminal offense, or blacklisted by any regulatory authority.
• The Partner must submit complete KYC (Know Your Customer) documentation as required by the Company, including identity proof, address proof, PAN/Aadhaar, and bank account details.
• The Company reserves the sole right to approve or reject any Partner application at its absolute discretion, without being obligated to assign reasons therefor.

3. Partner Obligations and Responsibilities

3.1 General Conduct

• The Partner shall represent Shuchi Business Solution Private Limited and its Products/Services honestly, professionally, and in a manner consistent with the Company's brand guidelines.
• The Partner shall not make any false, misleading, or exaggerated claims regarding the Company's Products/Services to customers or prospects.
• The Partner shall conduct business with integrity, fairness, and in full compliance with all applicable laws, regulations, and guidelines.

3.2 Compliance

• The Partner shall comply with all applicable laws including but not limited to the Indian Contract Act 1872, Consumer Protection Act 2019, Information Technology Act 2000, GST laws, FEMA regulations, and any other law applicable to their business activities.
• The Partner is solely responsible for obtaining and maintaining all licenses, permits, and approvals required to conduct their business.
• The Partner shall not engage in any activity that may expose the Company to legal, regulatory, or reputational risk.

3.3 Target and Performance

• The Partner shall make reasonable commercial efforts to promote and sell the Company's Products/Services within their designated territory or network.
• Failure to meet performance benchmarks communicated by the Company may result in revision of commission structures or termination of partnership, at the Company's sole discretion.

4. Commission, Fees, and Payment Terms

• Commission rates, payment schedules, and incentive structures shall be communicated by the Company in writing (including via email or the Company's Partner portal) and may be revised from time to time as per Clause 10 of this Agreement.
• Commissions shall be calculated based on actual collections received by the Company from customers referred or serviced by the Partner, unless otherwise specified.
• All payments shall be subject to applicable tax deductions (TDS) as per the Income Tax Act, 1961. The Partner shall provide their PAN and other details required for statutory compliance.
• The Partner shall raise valid GST invoices (where applicable) for commission payouts. The Company shall not be liable for delayed payments arising from non-submission of requisite documents.
• The Company shall have the right to withhold, adjust, or recover any commission paid in error or on the basis of fraudulent or invalid transactions.
• No interest shall be payable on delayed commission payments unless the delay is solely and demonstrably attributable to the Company's default.

5. Intellectual Property and Branding

• All trademarks, logos, trade names, copyrights, software, and other intellectual property rights associated with Shuchi Business Solution Private Limited remain the exclusive property of the Company.
• The Partner is granted a limited, non-exclusive, non-transferable, revocable license to use the Company's approved marketing materials and brand assets solely for the purpose of promoting the Company's Products/Services during the term of this Agreement.
• The Partner shall not alter, modify, sublicense, or misuse any intellectual property of the Company. Unauthorized use shall entitle the Company to seek injunctive relief and claim damages.
• All marketing materials, content, or digital assets created by the Partner in relation to the Company's brand must receive prior written approval from the Company before use.

7. Non-Competition and Non-Solicitation

• During the term of this Agreement, the Partner shall not directly or indirectly engage in, represent, or promote any business that directly competes with the Products/Services of Shuchi Business Solution Private Limited, without prior written consent.
• The Partner shall not solicit, entice, or divert any customer, client, or prospect of the Company for the benefit of any competing business, during the term and for a period of twelve (12) months after termination.
• The Partner shall not solicit or hire any employee, consultant, or contractor of the Company during the term and for twelve (12) months post-termination.

8. Limitation of Liability and Indemnification

8.1 Limitation of Liability

• The Company's total liability to the Partner, whether in contract, tort, or otherwise, shall not exceed the total commission paid to the Partner in the three (3) months immediately preceding the event giving rise to the claim.
• The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit or business opportunity, arising out of or in connection with this Agreement.

8.2 Indemnification

• The Partner shall indemnify, defend, and hold harmless Shuchi Business Solution Private Limited, its directors, officers, employees, and agents from and against any claims, losses, liabilities, damages, penalties, or expenses (including reasonable legal fees) arising from: (a) the Partner's breach of this Agreement; (b) any fraudulent, negligent, or unlawful acts by the Partner; or (c) any third-party claims arising out of the Partner's business activities.

9. Term and Termination

• This Agreement shall come into effect on the date of acceptance and shall remain valid unless terminated by either party in accordance with this Clause.
• Either party may terminate this Agreement by providing thirty (30) days' prior written notice to the other party, without assigning any reason.
• The Company may terminate this Agreement immediately upon written notice in the event of: (a) material breach of any term herein; (b) fraud, misrepresentation, or criminal conduct by the Partner; (c) insolvency or liquidation of the Partner; or (d) any action by the Partner that causes reputational or financial harm to the Company.
• Upon termination, the Partner shall immediately cease all use of the Company's brand, materials, and intellectual property, and return or destroy all Confidential Information.
• Termination shall not affect any accrued rights or obligations of either party prior to the date of termination. Clauses relating to confidentiality, indemnification, non-solicitation, and dispute resolution shall survive termination.

10. Modification of Terms and Conditions

• The Company shall endeavour to notify Partners of material changes to this Agreement via email, SMS, the Company's official website, or the Partner portal, at least fifteen (15) days prior to the revised terms taking effect, except where changes are required by law or regulation, in which case they may take immediate effect.
• The continued participation of the Partner in the Partner Program after the effective date of any modification shall be deemed as acceptance of the revised Terms and Conditions.
• If the Partner does not agree to the revised terms, they must notify the Company in writing and discontinue their participation in the Partner Program before the effective date of the change.
• The Company reserves the right to revise commission rates, program structures, eligibility criteria, territory allocations, product/service offerings, and any other aspects of the Partner Program as part of such modifications.
• The most current version of these Terms and Conditions, as published on the Company's official website or communicated to the Partner, shall supersede all prior versions.

11. Dispute Resolution

• In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations within thirty (30) days of one party notifying the other of the dispute.
• If the dispute is not resolved amicably, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties, and the seat of arbitration shall be [City, India].
• The proceedings shall be conducted in the English language, and the award shall be final and binding on both parties.
• Nothing in this clause shall prevent either party from seeking urgent interim relief from a competent court of jurisdiction.

12. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of India.
• Subject to the arbitration clause above, the courts of [City, State] shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.

13. General Provisions

13.1 Entire Agreement

This Agreement, along with any schedules, annexures, or addenda incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, representations, or agreements, whether oral or written.

13.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce such provision in the future.

13.4 Assignment

The Partner shall not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer without restriction.

13.5 Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, government restrictions, pandemics, or power failures, provided the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.

13.6 Relationship of Parties

The Partner is an independent contractor and nothing in this Agreement shall be construed as creating a joint venture, partnership, employment, agency, or fiduciary relationship between the parties. The Partner has no authority to bind the Company in any manner.

13.7 Notices

All notices under this Agreement shall be in writing and delivered by registered post, courier, or email (with confirmation of receipt) to the addresses specified at the time of registration. Email notices shall be considered received on the next business day after sending.

14. Acknowledgement and Acceptance

By participating in the Partner Program of Shuchi Business Solution Private Limited — whether by signing this document, submitting a registration form, clicking 'I Agree' on a digital interface, or any other mode of acceptance — the Partner affirms that:

• They have read, understood, and agree to be bound by all the Terms and Conditions set forth in this Agreement.
• They have the legal authority and capacity to enter into this Agreement on behalf of themselves or their organization.
• They acknowledge that the Company may modify these Terms and Conditions from time to time as per Clause 10, and continued participation shall constitute acceptance of all revisions.