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BADSHAH-E-TERRITORY PARTNERSHIP

ONE TERRITORY. ONE PARTNER. ONE THRONE. 👑

1. APPOINTMENT

Andabhurji Global Solutions ("Company") may appoint an approved Partner as a Badshah-E-Territory Partner for one designated territory, subject to:

  • the Company's regional structure;

  • availability of the territory;

  • execution and acceptance of this Commercial Schedule;

  • satisfactory due diligence;

  • applicable Company policies;

  • performance requirements; and

  • the Company's approval of the Partner.

The appointment shall be governed by the Company's Master Sales, Software & Implementation Partnership Agreement together with this Badshah-E-Territory Commercial & Territory Schedule ("Schedule").

2. CONTRACT PERIOD

Initial Term: 12 Months

The Badshah-E-Territory appointment shall remain valid for a period of one (1) year commencing on the Effective Date specified in this Schedule.

Effective Date: ______________________

Expiry Date: _________________________

The appointment shall not automatically renew unless the Company and Partner agree to renewal in writing or through the Company's designated electronic renewal mechanism.

3. RENEWAL

The Partner may request renewal before expiry of the current term.

Renewal shall be subject to:

  • satisfactory performance;

  • compliance with Company policies;

  • customer-service record;

  • implementation quality;

  • payment and commission compliance;

  • absence of material contractual breaches;

  • territory availability;

  • Company's prevailing commercial policies; and

  • any revised commercial or operational conditions applicable at renewal.

The Company may approve, modify, decline or condition renewal.

Important:

Renewal does not create a permanent territorial right.

A renewed territory may be:

  • continued;

  • modified;

  • reduced;

  • expanded;

  • restructured; or

  • reassigned,

subject to the Company's regional structure and the renewed Territory Schedule.

4. ONE DESIGNATED PARTNER FOR ONE TERRITORY

The Badshah model is based on the principle:

"ONE DESIGNATED PARTNER FOR ONE TERRITORY."

During the applicable contract term, the Company may designate the Partner as its authorized Badshah Partner for the territory identified below.

Designated Territory:

Territory Name: __________________________

State/Region: ____________________________

City/District/Area: _______________________

Territory Code: ___________________________

Effective From: __________________________

Effective Until: __________________________

The precise boundaries of the territory shall be defined in the Territory Schedule issued by the Company.

5. NATURE OF TERRITORY RIGHTS

The Partner's territory appointment shall constitute a contractual commercial appointment, and shall not constitute:

  • ownership of the territory;

  • ownership of Company customers;

  • ownership of Company brands;

  • ownership of Company software;

  • a franchise unless separately documented;

  • an agency relationship;

  • a legal partnership;

  • an unrestricted exclusive distribution right.

The Partner receives only those rights expressly granted under the applicable Territory Schedule.

6. RESERVED ACCOUNTS

Notwithstanding the Partner's designated territory, the following categories may remain directly controlled, serviced or reserved by the Company:

A. Existing Customers

Customers already having an established relationship with the Company before the Partner's appointment.

B. National Accounts

Customers operating across multiple states, regions or territories where the Company determines that centralized management is appropriate.

C. Strategic / Enterprise Accounts

Large, strategic or high-value accounts reserved by the Company.

D. Direct / Online Accounts

Customers who independently approach, register with, purchase from or contract directly with the Company's websites, applications, platforms or digital channels.

E. Existing Leads

Prospects already registered, contacted or actively pursued by the Company or another authorized Partner before the territory appointment.

F. Group / Multi-Territory Customers

Customers whose business operations extend across more than one territory.

G. Special Accounts

Any customer or category specifically identified by the Company in the Territory Schedule.

7. NO AUTOMATIC CLAIM OVER RESERVED ACCOUNTS

The Partner shall not claim commission, ownership, customer control or exclusive rights over Reserved Accounts solely because the customer operates within the geographical boundaries of the Partner's territory.

Where the Company wishes to involve the Partner in such an account, the commercial treatment may be separately agreed.

8. TERRITORY FLEXIBILITY

The Company may reasonably restructure its regional business model during or at the end of a contract term.

This may include:

  • redefining boundaries;

  • splitting territories;

  • combining territories;

  • creating new territories;

  • changing regional structures;

  • introducing industry-specific territories;

  • creating national account structures;

  • introducing new partnership models.

Such changes shall not automatically constitute a breach of the Partner Agreement where they are made in accordance with the Agreement and applicable law.

9. BADSHAH PARTNER RESPONSIBILITIES

The Badshah Partner shall act as the Company's authorized sales and functional implementation partner within the designated territory.

SALES RESPONSIBILITIES

The Partner shall:

  • identify prospective customers;

  • generate qualified leads;

  • conduct approved presentations;

  • demonstrate approved solutions;

  • prepare or coordinate proposals;

  • facilitate customer discussions;

  • assist with commercial closure;

  • maintain appropriate sales records.

10. FUNCTIONAL IMPLEMENTATION

The Partner may be authorized to perform functional implementation of the Company's online-store and related solutions.

This may include:

  • requirement gathering;

  • business process understanding;

  • store onboarding;

  • store configuration;

  • catalogue setup;

  • product/menu setup;

  • category configuration;

  • basic operational configuration;

  • customer-user setup;

  • training;

  • workflow configuration;

  • go-live coordination;

  • functional support.

11. TECHNICAL IMPLEMENTATION BOUNDARY

Unless separately authorized in writing, the Badshah Partner shall not:

  • modify source code;

  • modify core application architecture;

  • access restricted production databases;

  • modify server infrastructure;

  • perform unauthorized security testing;

  • alter APIs;

  • bypass software controls;

  • install unauthorized software;

  • make security-sensitive production changes.

Technical development and infrastructure matters shall be escalated to the Company's authorized technical team.

12. CUSTOMER SUCCESS

The Badshah Partner shall make reasonable efforts to ensure:

  • proper onboarding;

  • appropriate customer training;

  • accurate configuration;

  • timely escalation;

  • professional communication;

  • implementation completion;

  • customer adoption.

The Partner shall not guarantee functionality or service levels beyond those officially approved by the Company.

13. COMMERCIAL BENEFIT

For eligible transactions attributable to the Badshah Partner:

FLAT 20% COMMISSION

The commission shall be calculated on eligible invoice value actually received by the Company, subject to the applicable Commission Policy.

Unless specifically included in the commercial schedule, commissionable value shall exclude:

  • GST and applicable taxes;

  • refunds;

  • cancellations;

  • chargebacks;

  • credit notes;

  • unpaid amounts;

  • third-party charges;

  • pass-through expenses;

  • advertising/media spend;

  • hardware;

  • third-party software;

  • other excluded amounts identified by the Company.

14. COMMISSION EXAMPLE

For illustration only:

Eligible Invoice Value: ₹1,00,000

Badshah Commission @ 20%: ₹20,000

Applicable statutory deductions, taxes, exclusions, reversals or adjustments may apply.

15. COMMISSION REVERSAL

If an invoice is subsequently:

  • cancelled;

  • refunded;

  • reversed;

  • charged back;

  • found fraudulent;

  • materially disputed; or

  • remains unpaid,

the Company may adjust or reverse the associated commission in accordance with its Commission Policy.

16. CUSTOMER CONTRACTING

The Partner shall not independently alter the Company's standard customer terms.

Where applicable, customers may separately enter into:

  • software agreements;

  • subscription agreements;

  • implementation agreements;

  • SOWs;

  • SLAs;

  • marketing agreements;

  • creative agreements;

  • privacy/data-processing agreements.

The Company shall remain responsible for the contractual framework applicable to its software and services unless a separate written arrangement provides otherwise.

17. PRICING AUTHORITY

The Partner shall use Company-approved:

  • pricing;

  • packages;

  • discounts;

  • proposals;

  • promotional offers.

Any special discount or commercial deviation requires prior Company approval.

18. TERRITORY MARKETING

The Partner may conduct local marketing within the designated territory using approved Company materials.

This may include:

  • local business outreach;

  • exhibitions;

  • events;

  • demonstrations;

  • digital campaigns;

  • social-media promotion;

  • business networking;

  • local advertising.

Materially significant campaigns may require prior approval.

19. BRAND REPRESENTATION

The Partner may represent itself as:

"Authorized Badshah-E-Territory Partner of Andabhurji Global Solutions"

only for the duration and scope of the valid appointment.

The Partner shall not represent itself as:

  • owner of the Company;

  • owner of the territory;

  • franchise owner;

  • legal representative;

  • shareholder;

  • director;

  • employee;

unless such status independently exists and is documented.

20. BRAND ECOSYSTEM

The Partner may promote approved Company brands including:

Tapri Wali Bhurji

Rasoi Wali Bhurji

Branded Wali Bhurji

together with other Company-approved products and services.

Brand usage remains subject to the Company's Intellectual Property and Brand policies.

21. PERFORMANCE REVIEW

The Company may conduct periodic reviews of the Badshah Partner based on:

  • sales;

  • invoice generation;

  • customer acquisition;

  • implementation quality;

  • customer complaints;

  • response times;

  • reporting;

  • policy compliance;

  • training;

  • customer retention;

  • business activity.

Performance review does not guarantee renewal.

22. TERRITORY PERFORMANCE REQUIREMENTS

The Company may establish minimum performance requirements through the Territory Schedule.

Such requirements may include:

Minimum Monthly Sales: __________

Minimum Quarterly Revenue: __________

Minimum Customer Acquisition: __________

Minimum Active Opportunities: __________

Implementation Requirement: __________

The Company may review territory allocation if agreed performance standards are repeatedly not met.

23. PROBATION / CORRECTIVE PERIOD

Where performance falls below agreed standards, the Company may provide a reasonable corrective period.

The Company may specify:

  • performance targets;

  • corrective actions;

  • timelines;

  • training requirements.

Continued non-performance may result in territory reassignment or termination, subject to the Agreement and applicable law.

24. RENEWAL REVIEW

Approximately 30–60 days before expiry, the Company may review:

  • Partner performance;

  • territory performance;

  • customer relationships;

  • implementation quality;

  • compliance;

  • commercial contribution.

The Company may then:

Option A

Renew the same territory.

Option B

Renew with revised territory boundaries.

Option C

Renew under revised commercial terms.

Option D

Offer another Partnership Plan.

Option E

Allow the appointment to expire.

No option creates an automatic entitlement to renewal.

25. TRANSITION AT EXPIRY

If the Badshah appointment expires without renewal, the Partner shall:

  • stop representing itself as Badshah Partner;

  • discontinue unauthorized use of Company branding;

  • return/delete confidential information;

  • transfer pending implementation matters as reasonably required;

  • cooperate in customer transition;

  • provide relevant implementation records;

  • surrender system access where applicable.

Eligible pre-expiry commissions shall remain subject to the Commission Policy.

26. EARLY TERMINATION

The Badshah appointment may be terminated before expiry in accordance with the Master Partnership Agreement.

Grounds may include:

  • material breach;

  • fraud;

  • misuse of customer information;

  • unauthorized financial collection;

  • serious IP infringement;

  • serious security violation;

  • unlawful conduct;

  • material misrepresentation;

  • persistent non-performance;

  • customer abuse or misconduct.

27. COMPANY RESERVED RIGHTS

The Company retains the right to:

  • sell directly;

  • operate online;

  • service existing customers;

  • serve national accounts;

  • serve enterprise accounts;

  • appoint strategic partners;

  • restructure territories;

  • introduce new products;

  • change its technology;

  • change its business model;

  • create new partnership categories.

The Badshah appointment shall not prevent these activities unless a specific written agreement expressly provides otherwise.

28. NO GUARANTEE

The Badshah appointment does not guarantee:

  • minimum revenue;

  • minimum customers;

  • minimum invoices;

  • minimum commission;

  • customer retention;

  • business profitability;

  • renewal.

29. DIGITAL ACCEPTANCE

This Schedule may be accepted electronically through the Company's Partner Portal.

The Company may retain:

  • Partner identity;

  • acceptance timestamp;

  • agreement version;

  • commercial schedule version;

  • territory schedule;

  • electronic acceptance record.

Acceptance of this Schedule constitutes acceptance of the applicable commercial and territory terms.

30. PRECEDENCE

In case of conflict:

  1. applicable law shall prevail;

  2. the Master Partnership Agreement shall govern general legal matters;

  3. this Badshah Commercial Schedule shall govern Badshah-specific commercial and territory matters;

  4. the Territory Schedule shall govern the specific territory allocation;

  5. customer-specific SOWs shall govern customer-specific implementation matters.

BADSHAH PARTNER SCHEDULE

👑 YOUR TERRITORY

Partner Name: ___________________________

Legal Entity: ____________________________

Territory: _______________________________

Territory Code: __________________________

State/Region: ____________________________

Contract Start: __________________________

Contract Expiry: _________________________

Commercial Terms

Commission: 20% of eligible invoice value

Contract Duration: 12 Months

Renewable: Yes, subject to Company approval

Implementation Rights: Yes / No

Functional Store Setup: Yes / No

Customer Training: Yes / No

First-Level Support: Yes / No

Marketing Rights: Yes / No

TERRITORY SCHEDULE

DESIGNATED TERRITORY

Geographic Definition: We have divided all the states of India into 1. Regional HQ 2. Sub-Regional HQ 3. Territory HQ

One Region HQ may have 2 or more Sub-Region HQ and one Sub-Region HQ may have 2 or more Territory HQ.

The division of regional structure of state is done so that every region headquarter serves approximately equal number of population of a state.

Secondly, we have divided the regional headquarter structures in a way that each regional headquarter is reachable and easily commutable from the sub-regional and territory headquarters.

RESERVED ACCOUNTS

The following accounts/categories are reserved by the Company:

☐ Existing Customers

☐ National Accounts

☐ Enterprise Accounts

☐ Strategic Accounts

☐ Existing Leads

☐ Direct / Online Customers

☐ Multi-Territory Customers

☐ Other: __________________________

Special Territory Conditions

PARTNER DECLARATION

I/We confirm that:

  1. I/We have read and understood the Master Partnership Agreement.

  2. I/We understand that this Badshah appointment is for 12 months.

  3. I/We understand that renewal requires Company approval.

  4. I/We understand that the territory is a contractual commercial allocation and not ownership.

  5. I/We understand the Company's Reserved Accounts.

  6. I/We understand that the Company may continue direct, online, national and strategic sales.

  7. I/We agree to follow the Company's software, implementation, security, privacy, IP, marketing and acceptable-use policies.

  8. I/We understand that commission is based on eligible invoice value and is subject to applicable exclusions and adjustments.

  9. I/We understand that I/We have no authority to bind the Company unless specifically authorized in writing.

Partner Name: ___________________________

Signature / Digital Acceptance: ____________

Date: ___________________________________

For Andabhurji Global Solutions: __________

Authorized Signatory: _____________________

THE BADSHAH PROMISE

👑 ONE TERRITORY.

🤝 ONE DESIGNATED PARTNER.

💻 ONE TECHNOLOGY ECOSYSTEM.

💰 20% ELIGIBLE INVOICE COMMISSION.

📅 ONE-YEAR RENEWABLE APPOINTMENT.

You build the business in your territory.

We build the technology behind it.

Together, we build the Empire.