Partner Program Terms & Conditions

In these Terms & Conditions, the following definitions apply:

"Agreement"

means these Terms & Conditions together with the Partner Agreement and Application Form.

"Pratham"

means Achyut Labs Pvt Ltd (doing business as Pratham POS).

"Partner"

means the individual or entity accepted into the Program.

"Program"

means the Pratham Partner Program.

"Commission"

means the fee payable to the Partner under clause 5.

"Qualified Lead"

means a referral submitted through the Partner Portal that satisfies the criteria in clause 4.

"Client"

means a business that enters into a paid Pratham subscription as a result of a Qualified Lead.

"Tier"

means the partner level (Tier 1, 2, or 3) assigned by Pratham at acceptance.

"GST"

has the same meaning as in the GST Act 1999 (Cth).

"RCTI"

means a Recipient Created Tax Invoice as defined under the GST Act 1999 (Cth).

2.1 To be eligible for the Program, the Partner must:

1. be an individual residing in Australia or a business entity registered in Australia;
2. hold a valid Australian Business Number (ABN);
3. complete the Partner Application Form accurately and in full;
4. not be an existing Pratham employee, director, or officer;
5. not be subject to insolvency proceedings at the time of application.

2.2 Pratham may accept or reject any application at its absolute discretion and without providing reasons for rejection.

2.3 Acceptance into the Program does not guarantee a minimum level of commissions or ongoing participation.

3.1 Partners are assigned a Tier at the time of acceptance based on stated experience, industry, and referral capacity.

3.2 Tier 1 (Starter): 15% base commission rate; 12-month commission duration per client; A$50 activation bonus.

3.3 Tier 2 (Growth): 25% base commission rate; 24-month commission duration per client; A$75 activation bonus.

3.4 Tier 3 (Elite): 35% base commission rate for months 1–12, reducing to 15% from month 13 onwards; 36-month+ commission duration; A$100 activation bonus.

3.5 Pratham reserves the right to review, upgrade, or downgrade a Partner's Tier at any time based on performance metrics. Pratham will provide 14 days' written notice of any downgrade.

4.1 To be eligible for Commission, the Partner must submit all leads through the official Pratham Partner Portal.

4.2 A submitted lead qualifies as a Qualified Lead only if:

1. it is submitted through the Partner Portal using the Partner's verified account;
2. the prospective client is not an existing Pratham customer;
3. the same prospective client has not been registered by another Partner within the previous 90 days;
4. the prospective client was not already being actively pursued by Pratham's internal sales team prior to submission.

4.3 Pratham determines whether a lead qualifies as a Qualified Lead in its sole and reasonable discretion.

4.4 A Qualified Lead expires if the prospective client does not execute a paid Pratham subscription within 180 days of the lead submission date.

4.5 Partners must not submit false, duplicate, or misleading leads. Doing so may result in immediate termination and forfeiture of accrued commissions.

5.1 Subject to these Terms, Pratham will pay Commission to the Partner for each Qualified Lead that converts to a paying Client.

5.2 Commission consists of the following components:

1. Base Rate: a percentage of the Client's monthly subscription fee, as specified for the Partner's Tier;
2. Duration Component: monthly recurring Commission paid for the duration period of the Partner's Tier;
3. Activation Bonus: a one-time payment made upon the Client's first successful subscription payment;
4. Performance Accelerators: an additional percentage applied to the base rate if the Partner activates 5 or more Clients in a calendar quarter (+5%), 10 or more Clients (+10%), or 20 or more Clients (+20%).

5.3 Deal-Size Multiplier: the base Commission rate is multiplied by 1.0× for standard plans (under A$500/month), 1.15× for mid-tier plans (A$500–A$999/month), and 1.30× for enterprise plans (A$1,000+/month).

5.4 All Commission amounts are exclusive of GST unless otherwise stated.

5.5 Commission is forfeited if a Client cancels or receives a full refund within 30 days of activation.

6.1 Commission is payable monthly in arrears by electronic funds transfer (EFT) to the bank account nominated by the Partner in their Application Form.

6.2 The minimum payout threshold is A$50. Commission amounts below A$50 in any month will accumulate and be included in the next monthly payout.

6.3 If the Partner holds a valid GST registration, Pratham will issue an RCTI to the Partner each month and pay GST in addition to the base Commission.

6.4 If the Partner is not GST-registered, Pratham will withhold the GST component in accordance with applicable law and will not issue an RCTI.

6.5 The Partner is solely responsible for declaring Commission income for income tax, superannuation, and other applicable purposes.

6.6 Pratham may withhold payment of any Commission where it reasonably suspects fraudulent conduct, a dispute, or a breach of these Terms.

7.1 The Partner agrees to:

1. represent Pratham's products and services accurately and ethically at all times;
2. comply with all applicable laws including the Australian Consumer Law, Privacy Act 1988 (Cth), and Spam Act 2003 (Cth);
3. not make false, misleading, or deceptive representations to prospective clients;
4. maintain adequate professional indemnity insurance appropriate to their business activities;
5. keep their Partner Portal login credentials secure and confidential;
6. notify Pratham immediately of any actual or potential conflict of interest;
7. complete any onboarding, compliance, or product training required by Pratham;
8. not solicit or poach existing Pratham clients away from Pratham.

8.1 Pratham grants the Partner a limited, non-exclusive, revocable, non-sublicensable licence to use Pratham's approved trade marks, logos, and marketing materials solely for promoting the Program.

8.2 The Partner must not:

1. alter, distort, or misrepresent Pratham's brand assets;
2. use Pratham's name or logo in any way that could damage Pratham's reputation or goodwill;
3. create derivative works from Pratham's materials without prior written consent;
4. register any trade mark, domain name, or social media handle that incorporates Pratham's trade marks.

8.3 All intellectual property rights in Pratham's products, software, systems, and materials remain the exclusive property of Pratham.

9.1 Each party must keep confidential all Confidential Information received from the other party. "Confidential Information" includes, without limitation, commission rates, pricing, client lists, business strategies, technical documentation, and software.

9.2 Each party may disclose Confidential Information only:

1. to employees, contractors, or advisors who need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations; or
2. to the extent required by applicable law, court order, or regulatory authority — in which case the disclosing party must give prompt notice to the other party if legally permitted.

9.3 The confidentiality obligations in this clause survive termination of this Agreement for a period of 3 years.

10.1 Both parties must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in relation to any personal information handled in connection with this Agreement.

10.2 The Partner may only collect personal information from prospective clients to the extent reasonably necessary to submit a Qualified Lead through the Partner Portal.

10.3 The Partner must not use personal information collected from prospective clients for any purpose other than submitting a Qualified Lead.

10.4 The Partner must refer any prospective client requests regarding their personal information directly to Pratham.

10.5 Pratham's Privacy Policy is available at /privacy-policy and sets out how Pratham collects, uses, stores, and discloses personal information.

11.1 The Partner is an independent contractor. Nothing in these Terms creates an employment, agency, joint venture, or partnership relationship between the parties.

11.2 The Partner has no authority to bind Pratham to any contract, representation, warranty, or obligation.

11.3 The Partner is solely responsible for all tax obligations (including income tax, GST, and superannuation where applicable) arising from payments received under these Terms.

12.1 The Partner warrants that:

1. it has full power and authority to enter into this Agreement;
2. all information provided in the Application Form is true, accurate, and complete;
3. its participation in the Program does not breach any other agreement to which it is a party;
4. it is not subject to any form of insolvency or external administration.

12.2 Except as expressly stated in these Terms, each party excludes all implied warranties, representations, and conditions to the maximum extent permitted by law.

13.1 Pratham may change the Program terms (including commission rates, tier structure, payout thresholds, and eligibility criteria) by providing 30 days' written notice to the Partner.

13.2 If the Partner does not accept the proposed changes, the Partner may terminate this Agreement by written notice to Pratham before the changes take effect.

13.3 Continued participation in the Program after the effective date of any changes constitutes the Partner's acceptance of the revised terms.

14.1 This Agreement commences on the date Pratham notifies the Partner of their acceptance and continues until terminated.

14.2 Either party may terminate this Agreement for any reason by giving 30 days' written notice to the other party.

14.3 Pratham may terminate this Agreement immediately upon written notice if the Partner:

1. materially breaches any term of this Agreement and (if the breach is remediable) fails to remedy the breach within 14 days of receiving notice;
2. becomes insolvent, bankrupt, or subject to external administration;
3. engages in misleading, deceptive, or fraudulent conduct in connection with the Program;
4. brings Pratham's reputation into disrepute.

14.4 Termination does not affect any rights or obligations that accrued prior to the date of termination.

14.5 Commission earned on Qualified Leads that converted before the date of termination will be paid in the next scheduled monthly payout following termination.

15.1 To the maximum extent permitted by law, Pratham's total aggregate liability to the Partner under or in connection with this Agreement (whether in contract, tort, or otherwise) is limited to the total Commission paid to the Partner in the 3 calendar months immediately preceding the event giving rise to the claim.

15.2 Neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.

15.3 Nothing in this clause limits or excludes liability for:

1. fraud or wilful misconduct;
2. death or personal injury caused by negligence;
3. a party's indemnification obligations under this Agreement; or
4. any liability that cannot be excluded by law.

16.1 If a dispute arises under or in connection with this Agreement, the party raising the dispute must give written notice to the other party describing the dispute in reasonable detail ("Dispute Notice").

16.2 Within 10 business days of a Dispute Notice, senior representatives of each party must meet (in person, by telephone, or by video conference) to attempt to resolve the dispute in good faith.

16.3 If the dispute is not resolved within 20 business days of the Dispute Notice (or such longer period as agreed in writing), either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC's mediation rules.

16.4 The costs of mediation are to be borne equally by the parties unless the mediator otherwise determines.

16.5 Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

17.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

17.2 Entire Agreement: This Agreement (including all schedules and the Application Form) constitutes the entire agreement between the parties and supersedes all prior representations, understandings, negotiations, and agreements.

17.3 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.

17.4 No Waiver: A failure or delay by a party in exercising a right or remedy does not constitute a waiver of that right or remedy, nor does any single exercise preclude further exercise.

17.5 Assignment: The Partner may not assign, novate, or transfer any rights or obligations under this Agreement without the prior written consent of Pratham. Pratham may assign its rights and obligations without consent in connection with a restructure, merger, or sale of its business.

17.6 Notices: Notices under this Agreement must be in writing and delivered by email to the addresses specified in the Application Form (or as subsequently updated by written notice).

17.7 Electronic Execution: This Agreement may be executed electronically in accordance with the Electronic Transactions Act 1999 (Cth). An electronic signature constitutes a valid and binding signature.