Partner Agreement

1. Definitions

In this Agreement, the definitions set out in the Partner Program Terms & Conditions apply. In addition: "Application Form" means the online application submitted by the Partner; "Commencement Date" means the date Pratham confirms acceptance of the Partner's application in writing; "Schedule 1" means the bank account details schedule forming part of this Agreement; "Execution Date" means the date the Partner electronically signs this Agreement.

2. Appointment

2.1 Subject to the terms of this Agreement, Pratham appoints the Partner as a non-exclusive referral partner to promote and refer potential clients to Pratham's products and services.

2.2 The appointment is non-exclusive. Pratham may appoint any number of other referral partners in the same geographic region or industry.

2.3 This Agreement does not grant the Partner any right to resell, sub-license, or distribute Pratham's products or services.

3. Program Eligibility & Acceptance

3.1 The Partner confirms they satisfy all eligibility requirements set out in clause 2 of the Terms & Conditions.

3.2 Pratham's written confirmation of acceptance (by email or portal notification) constitutes binding acceptance of the Partner into the Program.

3.3 Acceptance is conditional on the Partner maintaining accuracy of all information provided in the Application Form. The Partner must notify Pratham within 7 days if any information changes.

4. Partner Tier

4.1 The Partner is assigned a Tier (Tier 1, Tier 2, or Tier 3) as notified by Pratham at acceptance, with the commission rates, duration periods, and activation bonuses set out in the Program Overview.

4.2 Pratham may upgrade or downgrade the Partner's Tier based on performance. Downgrade requires 14 days' written notice. Upgrade takes effect immediately.

4.3 Performance is assessed quarterly based on the number of Qualified Leads converted to paying Clients.

5. Commission

5.1 Pratham will pay Commission to the Partner for each Qualified Lead that converts to a paying Client, subject to the conditions in this Agreement.

5.2 Commission consists of: (a) a Base Rate percentage of the Client's monthly subscription fee; (b) the Duration Component — monthly recurring Commission paid for the Tier's duration; (c) an Activation Bonus per new Client; (d) Performance Accelerators for 5+ (extra 5%), 10+ (extra 10%), or 20+ (extra 20%) Client activations per quarter.

5.3 Deal-Size Multiplier: base Commission is multiplied by 1.0× (standard), 1.15× (A$500–$999/mo), or 1.30× (A$1,000+/mo) based on the Client's plan value.

5.4 Commission is calculated on the net subscription fee, excluding GST, setup fees, and hardware costs.

5.5 Commission is not payable on: (a) Clients that cancel or receive a full refund within 30 days of activation; (b) leads not submitted through the Partner Portal; (c) non-Qualified Leads.

6. Payout & Tax

6.1 Commission is paid monthly in arrears via EFT to the bank account in Schedule 1. Payments are processed by the 15th business day of each month for the prior month's commissions.

6.2 Minimum payout threshold: A$50. Amounts below A$50 carry over to the following month.

6.3 If the Partner is GST-registered: Pratham will issue an RCTI each month and pay GST in addition to Commission. The RCTI serves as the Partner's tax invoice.

6.4 If the Partner is not GST-registered: Pratham will not issue an RCTI and will withhold the GST component.

6.5 The Partner is responsible for all income tax, superannuation, and other tax obligations arising from Commission payments.

6.6 Pratham may set off any amounts owed by the Partner against Commission payable.

7. Leads & Deal Registration

7.1 The Partner must submit all referrals through the Partner Portal. Leads submitted outside the Portal are not eligible for Commission.

7.2 A Qualified Lead is one that meets all criteria in clause 4 of the Terms & Conditions.

7.3 Each lead must include: the business name, a primary contact name, a valid email address, and the nature of the business.

7.4 Disputed lead eligibility will be determined by Pratham within 10 business days of receiving written notice from the Partner.

8. Partner Obligations

8.1 The Partner must at all times: (a) represent Pratham's products fairly and accurately; (b) comply with all applicable laws; (c) not make false, misleading, or deceptive representations; (d) maintain professional standards expected of a trusted referral partner.

8.2 The Partner must not: (a) canvass or solicit existing Pratham clients; (b) disparage Pratham or its products; (c) use Pratham's brand assets outside the permitted scope in clause 9; (d) engage any sub-agent or sub-partner without prior written consent from Pratham.

9. Intellectual Property & Brand Usage

9.1 Pratham grants the Partner a limited, revocable, non-exclusive, non-transferable licence to use Pratham's approved brand assets solely for promoting the Program during the term of this Agreement.

9.2 All permitted brand usage must comply with Pratham's Brand Guidelines (provided at onboarding and updated from time to time).

9.3 The Partner acquires no ownership rights in any Pratham intellectual property by virtue of this Agreement.

9.4 Upon termination, the Partner must immediately cease all use of Pratham's brand assets.

10. Confidentiality

10.1 Each party must hold the other party's Confidential Information in strict confidence and not disclose it to any third party without prior written consent.

10.2 Confidential Information includes: commission structures, pricing, client lists, business strategies, software, and any information marked as confidential.

10.3 Obligations in this clause continue for 3 years after termination.

10.4 Nothing in this clause prevents disclosure required by law, provided the disclosing party notifies the other party in advance where permitted.

11. Privacy

11.1 Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

11.2 The Partner may only collect and use personal information from prospective clients for the sole purpose of submitting a Qualified Lead.

11.3 The Partner warrants that they have obtained all necessary consents from prospective clients to provide their contact information to Pratham.

11.4 The Partner must promptly notify Pratham of any actual or suspected privacy breach or unauthorised disclosure of personal information.

12. Independent Contractor

12.1 The Partner is an independent contractor. Nothing in this Agreement creates or implies any employment, agency, partnership, or joint venture relationship.

12.2 The Partner has no authority to enter into contracts, make representations, or incur liabilities on behalf of Pratham.

12.3 The Partner must not represent themselves as an employee, officer, or agent of Pratham.

13. Warranties & Representations

13.1 The Partner represents and warrants that: (a) it has full legal capacity and authority to execute and perform this Agreement; (b) all information in the Application Form is true, accurate, complete, and not misleading; (c) this Agreement does not conflict with any other agreement binding on the Partner; (d) it holds a valid ABN; (e) it is not subject to insolvency proceedings.

13.2 The Partner acknowledges it has read and understood these Terms before execution.

13.3 Warranties are deemed repeated on the Commencement Date.

14. Changes to the Program

14.1 Pratham may amend the Program terms (including commission rates, tier structure, and payout terms) by providing 30 days' written notice.

14.2 If the Partner does not accept proposed amendments, they may terminate this Agreement before the amendments take effect.

14.3 Continued participation after the effective date of any amendment constitutes acceptance.

15. Term & Termination

15.1 This Agreement commences on the Commencement Date and continues until terminated.

15.2 Either party may terminate for convenience with 30 days' written notice.

15.3 Pratham may terminate immediately if the Partner materially breaches this Agreement (including engaging in fraud, misrepresentation, or conduct that brings Pratham into disrepute).

15.4 On termination: (a) the Partner ceases to be entitled to submit new Qualified Leads; (b) Commission earned on Qualified Leads converted before termination will be paid in the next scheduled payout; (c) the Partner must immediately cease use of all Pratham brand assets.

15.5 Clauses 9 (Confidentiality), 10 (Privacy), 11 (Independent Contractor) and 16 (Liability) survive termination.

16. Liability

16.1 To the maximum extent permitted by law, Pratham's total liability is limited to the total Commission paid to the Partner in the 3 months before the claim.

16.2 Neither party is liable for indirect, consequential, special, or exemplary damages, including lost profits or opportunity costs.

16.3 These limitations do not apply to: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) liability that cannot be excluded by law.

16.4 The Partner indemnifies Pratham against any third-party claims arising from the Partner's misrepresentation, breach of this Agreement, or unlawful conduct.

17. Dispute Resolution

17.1 Disputes must be escalated by written Dispute Notice describing the issue in detail.

17.2 Within 10 business days of a Dispute Notice, senior representatives must meet to resolve the dispute in good faith.

17.3 If unresolved after 20 business days, either party may refer the dispute to mediation through the Australian Disputes Centre.

17.4 Costs of mediation are shared equally unless the mediator directs otherwise.

17.5 Nothing in this clause prevents either party seeking urgent injunctive relief.

18. General Provisions

18.1 Governing Law: New South Wales, Australia.

18.2 Entire Agreement: This Agreement supersedes all prior representations and understandings.

18.3 Severability: Invalid provisions are severed; the remainder continues.

18.4 No Waiver: Failure to enforce a right is not a waiver.

18.5 Assignment: Partner may not assign without Pratham's written consent. Pratham may assign on a restructure or sale.

18.6 Notices: Notices must be in writing by email to the addresses in the Application Form.

18.7 Electronic Execution: This Agreement may be executed electronically under the Electronic Transactions Act 1999 (Cth). An electronic signature constitutes a valid and binding signature for all purposes. By typing their name in the signature field of the online application, the Partner acknowledges they intend to be bound by this Agreement.