ANDABHURJI GLOBAL SOLUTIONS

SALES, TECHNOLOGY & IMPLEMENTATION PARTNERSHIP AGREEMENT

Website: www.andabhurjiglobal.com

Primary Business: Software Sales • Implementation • Design • Operations • Brand Management • Online Store Solutions • Creative Services • Online Marketing

Partnership Brands

Tapri Wali Bhurji | Rasoi Wali Bhurji | Branded Wali Bhurji

1. PARTIES

This Sales, Technology & Implementation Partnership Agreement ("Agreement") is entered into between:

Andabhurji Global Solutions, hereinafter referred to as the "Company", and the individual, proprietorship, partnership, LLP, company, firm or other legally recognized entity accepting this Agreement, hereinafter referred to as the "Partner".

The Company and Partner may individually be referred to as a "Party" and collectively as the "Parties."

The Partner acknowledges that this Agreement governs participation in the Company's sales, business-development, software implementation, online-store, design, marketing and related partnership programs.

2. BUSINESS AND SERVICE SCOPE

The Company operates technology-enabled business platforms and provides, directly or through its authorized ecosystem, solutions that may include:

• Software and SaaS solutions

• Online store and e-commerce solutions

• Website and digital storefront development

• Software implementation and functional configuration

• Business process and operational solutions

• Brand management

• Creative design and digital creatives

• Digital marketing and online promotion

• Marketplace and directory solutions

• Business automation

• Technology consulting and support

• Industry-specific digital solutions

• Food, egg and poultry themed digital platforms and business solutions

• Other technology, creative, marketing or business-growth services introduced by the Company from time to time

The Company's branded ecosystem may include Tapri Wali Bhurji, Rasoi Wali Bhurji and Branded Wali Bhurji, together with other present or future brands, platforms, products and services owned, operated, licensed or represented by the Company.

The Company may modify, introduce, discontinue or restructure products and services at its discretion.

3. NATURE OF PARTNERSHIP

The Partner is an independent sales/business partner and shall not be deemed to be an employee, agent, franchisee, legal representative, joint-venture partner or co-owner of the Company unless a separate written agreement expressly states otherwise.

Nothing in this Agreement shall:

• create an employer-employee relationship;

• create a partnership under the Partnership Act;

• create an LLP or joint venture;

• authorize the Partner to bind the Company contractually;

• authorize the Partner to incur liabilities in the Company's name;

• authorize the Partner to make warranties or commitments beyond those expressly approved by the Company.

The Partner shall be responsible for its own taxes, business expenses, employees, travel, communications, office expenses and other operating costs unless otherwise agreed in writing.

4. PARTNERSHIP STRUCTURES

The Company may offer the following partnership structures.

4.1 NAWAB-E-INVOICE PLAN

Invoice-Based Partnership

Commission shall be calculated based on qualifying invoice value generated through the Partner.

The Company may define whether commission is calculated on gross invoice value, net invoice value, collected value or eligible value. Unless otherwise stated in a commercial schedule, commission shall be calculated on eligible invoice value actually received by the Company, excluding applicable taxes, refunds, cancellations, discounts, chargebacks and other excluded amounts.

5. SULTAN-E-SALES PLAN

Sales-Based Partnership

Commission shall be determined according to qualifying monthly sales:

A minimum of 5 qualifying sales in a calendar month is required to become eligible for commission under this plan.

Unless otherwise agreed, "Sale" means a customer transaction accepted by the Company and satisfying the Company's applicable payment, documentation, cancellation and eligibility requirements.

Cancelled, refunded, fraudulent, disputed or reversed transactions may be excluded from the sales count.

6. MAHARAJA-E-TERRITORY PLAN

Territory-Based Partnership

Under this model, the Partner may be allocated a defined sales territory.

The Partner shall receive:

Flat 10% of eligible total invoice value generated per month

Territory allocation:

• is subject to availability;

• is subject to Company's internal policies;

• may be modified by the Company;

• does not automatically create permanent territorial exclusivity;

• is subject to the Partner maintaining agreed performance and compliance requirements.

The Company may allocate a maximum of five Sales Partners per Territory under this model unless otherwise determined by the Company.

Territory shall be defined by the Company's regional structure and may be based on state, city, district, region, postal area, business category or another geographic/business classification.

7. BADSHAH-E-TERRITORY PLAN

ONE TERRITORY. ONE PARTNER. ONE THRONE.

The Badshah Partnership is the Company's premium Sales & Implementation Partnership structure.

Under this model, the Company may allocate one designated territory to one authorized Partner, subject to the Company's regional structure and written confirmation.

The Partner shall be responsible for:

Sales

• generating qualified business opportunities;

• presenting approved Company products and solutions;

• acquiring customers;

• coordinating commercial discussions;

• following approved pricing and proposal structures;

• maintaining appropriate customer records.

Functional Implementation

The Partner may be responsible for the functional implementation and onboarding of the Company's online-store solution, including:

• customer onboarding;

• requirement gathering;

• functional configuration;

• store setup;

• catalogue/menu/product configuration;

• basic operational configuration;

• customer training;

• implementation coordination;

• post-implementation functional support as agreed.

Technical development, server administration, programming, security, infrastructure or specialized technical work may remain with the Company or an authorized technical team unless separately assigned to the Partner.

Territory Management

The Partner shall develop and manage business opportunities within the allocated territory in accordance with Company policies, branding standards, pricing policies and operational procedures.

Commission

The Partner shall receive:

FLAT 20% OF ELIGIBLE INVOICE VALUE

Commission eligibility shall be subject to actual customer payment, applicable exclusions, cancellations, refunds, taxes and other commercial conditions specified by the Company.

8. TERRITORY RIGHTS

Territory allocation is a commercial privilege and not an ownership right.

Unless expressly stated in a separate written agreement:

• the Partner does not own the territory;

• the Partner cannot sell, transfer, sub-license or assign the territory;

• the Partner cannot appoint another partner without written approval;

• the Company retains ultimate control over its brands, technology and customer ecosystem;

• the Company may reserve strategic, national, enterprise, key-account or existing-account customers;

• the Company may directly service customers where commercially or operationally necessary.

The Company may revise regional structures based on business requirements.

9. CUSTOMER OWNERSHIP AND ACCOUNT MANAGEMENT

Customers introduced through a Partner shall remain customers of the Company or the relevant Company platform unless otherwise agreed in writing.

The Partner shall not:

• represent the customer as its own independent software platform customer;

• migrate customers to competing services using Company confidential information;

• collect customer payments outside approved Company channels;

• make unauthorized contractual commitments;

• alter Company pricing without authorization.

Customer data shall be handled in accordance with applicable law and the Company's privacy and data-protection requirements.

10. LEAD REGISTRATION

The Company may implement a lead-registration system.

A Partner may be required to register prospective customers before initiating commercial engagement.

Lead protection, if offered, shall apply only where:

1. the lead is properly registered;

2. the lead is not already an existing Company customer;

3. the lead has not previously been registered by another authorized Partner;

4. the Company approves the registration; and

5. the Partner actively pursues the opportunity within the prescribed period.

The Company may establish lead-expiry periods and dispute-resolution procedures.

11. COMMISSION CALCULATION

Unless a written commercial schedule provides otherwise, commission shall generally be calculated on eligible net revenue actually received by the Company.

The following may be excluded:

• GST and other statutory taxes;

• refunds;

• cancellations;

• chargebacks;

• payment gateway charges;

• discounts funded by the Company;

• credit notes;

• disputed transactions;

• fraudulent transactions;

• unpaid invoices;

• complimentary services;

• third-party charges;

• pass-through costs;

• hardware or third-party software costs where specifically excluded.

The Company's transaction records shall be treated as the primary basis for commission calculation, subject to reasonable reconciliation by the Partner.

12. COMMISSION PAYMENT

Commission shall ordinarily become payable after:

1. the customer payment has been successfully received;

2. the transaction has passed the applicable refund/cancellation conditions;

3. the Partner has complied with required documentation;

4. the invoice has been properly attributed to the Partner;

5. applicable tax documentation has been provided.

The Company may prescribe monthly commission settlement cycles.

Applicable TDS, GST, withholding or other statutory deductions shall be handled in accordance with applicable law.

13. NO GUARANTEE OF SALES OR INCOME

The Company does not guarantee:

• minimum sales;

• minimum revenue;

• minimum commission;

• customer acquisition;

• territory profitability;

• customer retention;

• business success;

• return on investment.

The Partner understands that commission is performance-based.

14. SOFTWARE LICENSING

Unless otherwise agreed, all software, platforms, applications, templates, systems, databases, designs, documentation, source code, workflows and technology provided by the Company remain the property of the Company or its respective licensors.

The Partner receives only the limited rights necessary to market, sell, implement or support the relevant solution.

No ownership of source code, software or intellectual property is transferred.

15. IMPLEMENTATION RESPONSIBILITIES

Where implementation responsibility is assigned to the Partner, the Partner shall:

• follow Company implementation standards;

• use approved documentation;

• follow approved workflows;

• maintain customer communication records;

• avoid unauthorized modifications;

• escalate technical issues appropriately;

• protect customer credentials and information;

• complete implementation within agreed timelines;

• obtain customer confirmation where appropriate.

The Company may audit implementation quality.

Repeated implementation failures may result in suspension or withdrawal of implementation authority.

16. BRAND MANAGEMENT

The Partner may be permitted to market Company brands and approved sub-brands including:

Tapri Wali Bhurji

Rasoi Wali Bhurji

Branded Wali Bhurji

Use of logos, trademarks, brand names, creative assets, marketing materials and domain names shall be subject to Company guidelines.

The Partner shall not:

• modify trademarks without approval;

• register confusingly similar domains;

• create unofficial social-media pages representing themselves as the Company;

• register Company trademarks in their own name;

• use Company branding for unrelated products;

• make misleading claims.

17. CREATIVE AND MARKETING SERVICES

Where creative, digital marketing or promotional services form part of a customer engagement, the scope shall be documented separately.

Services may include:

• logo and brand identity;

• banners;

• social-media creatives;

• product creatives;

• website design;

• promotional campaigns;

• digital advertising;

• content;

• catalogue design;

• online marketing;

• marketplace promotion.

Advertising budgets, third-party media charges and external platform charges shall not be treated as Partner commissionable revenue unless expressly agreed.

18. CUSTOMER CONTRACTS

Where required, customers may be required to enter into separate:

• Software Subscription Agreements;

• SaaS Terms;

• Online Store Terms;

• Implementation Agreements;

• Service Level Agreements;

• Marketing Agreements;

• Creative Service Agreements;

• Data Processing Agreements;

• Privacy Policies;

• Acceptable Use Policies.

The Partner shall not replace or override these agreements without written authorization.

19. CUSTOMER PAYMENT

Partners should not collect customer payments in cash, personal bank accounts, personal wallets or unauthorized payment channels on behalf of the Company.

Payments should be made through Company-approved channels.

Where a Partner is specifically authorized to collect payments, such arrangement shall be governed by a separate written authorization.

20. CONFIDENTIALITY

The Partner shall maintain strict confidentiality regarding:

• pricing;

• commission structures;

• customer information;

• leads;

• business strategies;

• source code;

• technical information;

• passwords;

• databases;

• product roadmaps;

• internal policies;

• financial information;

• marketing strategies;

• proprietary processes.

Confidential information shall not be disclosed to third parties without authorization except where required by law.

21. DATA PROTECTION

Each Party shall comply with applicable data-protection and privacy laws.

The Partner shall:

• collect only necessary customer information;

• use customer information only for authorized business purposes;

• protect passwords and credentials;

• not sell customer information;

• not share customer information with unauthorized parties;

• promptly notify the Company of suspected data breaches;

• follow Company security instructions.

Where applicable, the Parties may enter into a separate data-processing agreement.

22. INTELLECTUAL PROPERTY

All intellectual property belonging to the Company, including:

• trademarks;

• logos;

• software;

• source code;

• website designs;

• databases;

• documentation;

• processes;

• business models;

• creative assets;

• templates;

• marketing concepts;

• product names;

• platform architecture;

shall remain the property of the Company or its licensors.

Partner-created customer deliverables shall be governed by the applicable customer agreement.

23. NON-SOLICITATION AND NON-CIRCUMVENTION

During the Agreement and for a commercially reasonable period after termination, subject to applicable law, the Partner shall not knowingly use confidential Company information to divert:

• Company customers;

• registered leads;

• Company employees;

• authorized partners;

• strategic suppliers;

to a competing service.

This provision shall not restrict lawful business activity that does not misuse Company confidential information.

Any restrictive covenant shall be interpreted only to the extent legally enforceable.

24. COMPETITION AND CONFLICT OF INTEREST

The Partner shall disclose material conflicts of interest.

The Company may impose reasonable restrictions concerning direct representation of competing software or technology products where necessary to protect customer relationships, confidential information and Company interests.

Any such restriction should be documented in the applicable Partner Schedule.

25. REPRESENTATIONS BY PARTNER

The Partner represents that:

• information supplied to the Company is accurate;

• the Partner has authority to enter into this Agreement;

• the Partner will comply with applicable laws;

• the Partner will not make false representations;

• the Partner will not promise unauthorized features;

• the Partner will not misrepresent commissions;

• the Partner will not engage in fraudulent customer acquisition;

• the Partner will maintain appropriate professional conduct.

26. PROHIBITED ACTIVITIES

The following may constitute material breach:

• fraudulent sales;

• fake customer accounts;

• manipulation of invoices;

• commission manipulation;

• unauthorized discounting;

• unauthorized collection of money;

• misuse of Company trademarks;

• theft or misuse of customer data;

• unauthorized software access;

• password sharing;

• deliberate misinformation;

• impersonating Company officials;

• unauthorized contractual commitments;

• attempting to divert customers;

• creating false Company websites or social-media profiles;

• unlawful or unethical marketing practices.

27. CUSTOMER COMPLAINTS

Partners shall promptly communicate customer complaints to the Company.

The Company may investigate:

• service quality;

• implementation quality;

• billing;

• technical issues;

• marketing claims;

• Partner conduct.

The Company may suspend Partner activity while investigating serious complaints.

28. AUDIT RIGHTS

The Company may review Partner records relating to:

• leads;

• sales;

• invoices;

• customer communications;

• implementation;

• marketing activities;

• commissions.

The Partner shall reasonably cooperate with such audits.

29. PARTNER PERFORMANCE

The Company may establish performance standards for each partnership tier.

Such standards may include:

• minimum monthly sales;

• customer acquisition;

• implementation quality;

• response time;

• training completion;

• customer satisfaction;

• reporting compliance;

• territory activity.

Failure to meet performance requirements may result in:

• warning;

• probation;

• reduction of privileges;

• suspension;

• territory reassignment;

• termination.

30. SUSPENSION

The Company may immediately suspend a Partner's access to systems, leads, customers, software or brand assets where reasonably necessary to protect:

• customers;

• data;

• software;

• finances;

• Company reputation;

• intellectual property;

• business operations.

Suspension does not automatically waive outstanding contractual obligations.

31. TERMINATION

Either Party may terminate the Agreement by providing written notice in accordance with the applicable Partner Schedule.

The Company may terminate immediately for material breach, fraud, misuse of intellectual property, data misuse, unauthorized financial collection, serious misconduct or other circumstances permitted by applicable law.

Upon termination, the Partner shall:

• stop representing itself as an authorized Partner;

• stop using Company trademarks;

• return or delete confidential information;

• discontinue unauthorized customer acquisition;

• surrender Company-provided access credentials;

• cooperate in customer transition where applicable.

32. COMMISSION AFTER TERMINATION

Commission relating to qualifying transactions completed before termination may remain payable subject to:

• successful customer payment;

• applicable refund periods;

• valid lead attribution;

• compliance with this Agreement;

• absence of fraud or breach.

The applicable Partner Schedule may establish specific post-termination commission rules.

33. TERRITORY TERMINATION

Territory allocation may be withdrawn where:

• performance requirements are not met;

• the Partner becomes inactive;

• the Partner breaches the Agreement;

• customer complaints remain unresolved;

• the territory structure changes;

• the Company restructures its regional operations;

• the Partner requests withdrawal.

Territory allocation does not create perpetual rights.

34. LIABILITY

Each Party shall be responsible for its own acts and omissions.

The Partner shall not make representations or commitments beyond the Company's approved materials.

To the extent permitted by applicable law, the Company shall not be responsible for indirect, incidental, special or consequential losses arising from the Partner's independent business activities.

Any limitation of liability should be finalized by legal counsel based on the applicable customer and Partner relationship.

35. INDEMNIFICATION

Subject to applicable law, the Partner may be required to indemnify and hold harmless the Company against losses, claims, penalties or expenses arising from:

• Partner fraud;

• unauthorized commitments;

• misuse of Company intellectual property;

• unlawful marketing;

• breach of confidentiality;

• misuse of customer data;

• violation of applicable law;

• negligent implementation;

• unauthorized collection of customer funds.

The Company may provide reciprocal protection where specifically agreed.

36. FORCE MAJEURE

Neither Party shall be liable for failure or delay caused by circumstances beyond reasonable control, including:

• natural disasters;

• war;

• governmental restrictions;

• internet infrastructure failures;

• major cyber incidents;

• platform outages;

• telecommunications failures;

• strikes;

• epidemics or pandemics;

• other comparable events.

37. CHANGES TO COMMERCIAL PLANS

The Company may introduce, modify, suspend or discontinue partnership plans.

Existing approved transactions shall be governed according to the commercial terms applicable when the transaction became eligible, unless otherwise required by law or expressly agreed.

Any material change to an existing Partner's commercial terms should be communicated through an appropriate written notice.

38. TAXES

The Partner shall be responsible for its own applicable taxes, registrations, filings and statutory obligations.

Where legally required, the Company may deduct applicable TDS or other withholding.

GST treatment shall depend on the legal status of the Partner, nature of services and applicable tax law.

39. RECORDS AND COMMUNICATION

Official communication may be conducted through:

• registered email;

• Company Partner Portal;

• approved CRM;

• written notices;

• other officially designated communication systems.

The Partner shall keep contact and business information current.

40. ASSIGNMENT

The Partner may not assign or transfer its rights, territory or obligations without prior written approval from the Company.

The Company may restructure, transfer or assign its business, technology, brands or contractual rights subject to applicable law.

41. GOVERNING LAW

This Agreement shall be governed by the laws of India.

The Parties shall first attempt to resolve disputes through good-faith commercial discussions.

If a dispute cannot be resolved amicably, the Parties may refer the matter to mediation or arbitration as provided in the applicable dispute-resolution clause or Partner Schedule.

The final jurisdiction and arbitration seat/venue should be expressly inserted by the Company after legal review.

42. DISPUTE RESOLUTION

Step 1 — Internal Resolution

The Parties shall attempt to resolve disputes through designated representatives.

Step 2 — Mediation

Where appropriate, the Parties may attempt mediation.

43. NOTICES

Legal notices shall be sent to the addresses and email IDs specified in the Partner Registration Form or Agreement.

Company contact details should be maintained as follows:

Andabhurji Global Solutions

Website: www.andabhurjiglobal.com

Email: email@andabhurjiglobal.com, andabhurji.corp@outlook.com

Additional registered-office and legal-notice details should be inserted exactly as appearing in the Company's official statutory records.

44. ENTIRE AGREEMENT

This Agreement, together with:

• Partner Registration Form;

• Commercial Schedule;

• Territory Schedule;

• Product Schedule;

• Implementation Schedule;

• Privacy Policy;

• applicable Terms of Service;

• applicable Service Level Agreement;

constitutes the understanding between the Parties concerning the partnership.

In case of conflict, the specific written commercial schedule shall prevail only with respect to the particular commercial matter expressly covered by it.

45. ELECTRONIC ACCEPTANCE

The Partner may accept this Agreement electronically through:

• checkbox acceptance;

• electronic signature;

• digital signature;

• Partner Portal acceptance;

• email confirmation;

• other legally recognized electronic acceptance mechanism.

Electronic acceptance shall constitute acceptance of the Agreement to the extent permitted by applicable law.

46. PARTNER DECLARATION

By joining any Andabhurji Global Solutions Partnership Program, the Partner confirms that:

"I have read and understood the Partnership Agreement, commercial structure and applicable policies. I understand that I am an independent Partner and that commission is performance-based. I agree to comply with the Company's brand, technology, customer, confidentiality, data-protection and operational requirements."

PARTNER PROGRAM SUMMARY

COMMERCIAL PHILOSOPHY

Nawab

You bring the invoice. We share the treasure. 💰

Sultan

You conquer the sales target. The commission bows down. 👑

Raja

You manage the territory. You build the kingdom. 🏰

Badshah

One Territory. One Partner. One Throne. 20% of eligible invoice value. 👑🥚

ANDABHURJI GLOBAL SOLUTIONS

MASTER SALES, SOFTWARE & IMPLEMENTATION PARTNERSHIP AGREEMENT

One Empire. Multiple Territories. Endless Possibilities.

Company: Andabhurji Global Solutions

Website: www.andabhurjiglobal.com

Partnership Ecosystem: The Andabhurji Empire

Sub-Brands: Tapri Wali Bhurji • Rasoi Wali Bhurji • Branded Wali Bhurji

PART A — PURPOSE AND SCOPE

1. PURPOSE

This Master Partnership Agreement ("Agreement") establishes the framework under which an approved Partner may market, sell, implement, support and/or promote products and services offered by Andabhurji Global Solutions ("Company").

The Company's offerings may include:

• software solutions;

• SaaS and subscription solutions;

• online-store solutions;

• e-commerce solutions;

• marketplace solutions;

• website and digital storefront development;

• software configuration;

• functional implementation;

• business process solutions;

• operational solutions;

• brand management;

• graphic and creative services;

• digital marketing;

• online advertising;

• content services;

• business automation;

• technology consulting;

• training and onboarding;

• maintenance and support;

• directory and marketplace services;

• industry-specific technology solutions; and

• additional products and services introduced by the Company.

The Company's ecosystem may include Tapri Wali Bhurji, Rasoi Wali Bhurji and Branded Wali Bhurji, together with other current or future brands, platforms and products.

2. DOCUMENT HIERARCHY

The Partner relationship shall consist of the following documents, where applicable:

1. Master Partnership Agreement;

2. Partner Registration Form;

3. Commercial/Commission Schedule;

4. Territory Allocation Schedule;

5. Software/Product Terms;

6. Service Level Agreement;

7. Acceptable Use Policy;

8. Privacy Policy;

9. Cookie Policy;

10. Data Controller/Data Processor Policy;

11. Data Processing Addendum ("DPA");

12. GDPR Addendum, where applicable;

13. Information Security Policy;

14. Intellectual Property Policy;

15. Refund, Return & Cancellation Policy;

16. AI-Generated Content Disclaimer;

17. Partner Code of Conduct;

18. Implementation Standards;

19. Customer-specific Statement of Work ("SOW");

20. any subsequent written commercial addendum.

The Company may maintain these documents as separate policies incorporated by reference into this Agreement.

PART B — PARTNERSHIP STRUCTURES

3. AVAILABLE PARTNERSHIP MODELS

The Company may offer four principal partnership models:

3.1 NAWAB-E-INVOICE

Invoice-Based Partnership

• Up to ₹5,000 → 5%

• ₹5,001–₹20,000 → 7%

• Above ₹20,001 → 10%

3.2 SULTAN-E-SALES

Sales-Based Partnership

• 5 sales/month → 7%

• 10 sales/month → 10%

• More than 10 sales/month → 12%

• Minimum 5 qualifying sales/month required.

3.3 MAHARAJA-E-TERRITORY

Territory-Based Partnership

• Flat 10% of eligible monthly invoice value.

• Maximum five Sales Partners per territory under this model.

• Territory allocation subject to availability and Company policy.

3.4 BADSHAH-E-TERRITORY

One Territory. One Partner.

• One designated territory.

• Sales responsibility.

• Functional implementation responsibility.

• Online-store onboarding responsibility.

• Territory development responsibility.

• Flat 20% of eligible invoice value.

The applicable commercial model shall be stated in the Partner's Commercial Schedule.

PART C — INDEPENDENT PARTNER STATUS

4. INDEPENDENT BUSINESS RELATIONSHIP

The Partner is an independent business partner.

Nothing in this Agreement creates:

• employment;

• legal partnership;

• joint venture;

• franchise;

• agency;

• fiduciary relationship; or

• authority to legally bind the Company,

unless expressly established by a separate written agreement.

The Partner is responsible for its own:

• personnel;

• office;

• travel;

• business expenses;

• taxes;

• registrations;

• equipment;

• communication expenses;

• local operations.

PART D — SALES AUTHORITY

5. AUTHORIZED SALES ACTIVITIES

The Partner may:

• identify prospects;

• generate leads;

• demonstrate approved products;

• explain approved features;

• issue Company-approved proposals;

• coordinate customer meetings;

• assist with onboarding;

• coordinate implementation;

• promote approved marketing materials.

The Partner shall not:

• alter contractual terms;

• provide unauthorized discounts;

• guarantee unavailable features;

• promise specific development dates without authorization;

• guarantee business results;

• represent itself as the Company;

• make legal or regulatory representations on behalf of the Company.

6. SALES MATERIALS

Only Company-approved:

• brochures;

• presentations;

• websites;

• pricing;

• product descriptions;

• screenshots;

• videos;

• creatives;

• advertisements;

• product specifications

may be used for official promotion.

Partner-created promotional material must comply with the Company's branding and marketing requirements.

PART E — LEAD AND CUSTOMER MANAGEMENT

7. LEAD REGISTRATION

The Company may operate a lead-registration mechanism.

A Partner may obtain lead protection only where the lead:

• is properly registered;

• is not already a Company customer;

• is not already assigned to another Partner;

• is commercially genuine;

• is actively pursued.

Lead protection may expire after a period specified by the Company.

8. CUSTOMER OWNERSHIP

Customers acquired through the partnership remain customers of the Company or the applicable platform unless expressly agreed otherwise.

The Partner shall not:

• divert customers;

• redirect customers to competitors;

• sell customer information;

• use Company customer information for unrelated purposes;

• create competing services using confidential Company information.

PART F — BADSHAH IMPLEMENTATION MODEL

9. ONE TERRITORY — ONE PARTNER

Under the Badshah model, the Company may allocate one defined territory to one authorized Partner.

The Partner becomes responsible for:

SALES

• lead generation;

• prospecting;

• demonstrations;

• proposals;

• customer acquisition;

• sales coordination.

IMPLEMENTATION

• requirement gathering;

• customer onboarding;

• functional configuration;

• online-store setup;

• product/catalogue configuration;

• operational setup;

• user training;

• go-live coordination.

CUSTOMER SUCCESS

• initial customer support;

• functional assistance;

• escalation;

• implementation follow-up;

• relationship management.

10. TECHNICAL IMPLEMENTATION BOUNDARY

Unless separately authorized, the Partner shall not be responsible for:

• source-code modification;

• server architecture;

• database administration;

• cybersecurity engineering;

• infrastructure management;

• core software development;

• unauthorized API changes;

• penetration testing;

• production database modification.

Such activities remain with the Company or its authorized technical team.

PART G — TERRITORY POLICY

11. TERRITORY DEFINITION

A territory may be defined by:

• state;

• region;

• city;

• district;

• postal area;

• geographic cluster;

• industry;

• customer category;

• business segment.

The Company shall maintain the right to change its regional structure.

12. TERRITORY EXCLUSIVITY

A territory allocation does not automatically mean absolute commercial exclusivity.

The Company may retain:

• national accounts;

• enterprise accounts;

• strategic customers;

• existing customers;

• government accounts;

• key accounts;

• online/direct accounts;

• accounts reserved by the Company.

Any true exclusivity must be expressly stated in the Partner's Territory Schedule.

13. TERRITORY PERFORMANCE

The Company may establish minimum:

• sales;

• implementation;

• customer-service;

• reporting;

• training;

• activity

requirements.

Failure to meet requirements may result in review, probation, reassignment or termination of territory rights.

PART H — COMMISSION POLICY

14. ELIGIBLE REVENUE

Commission shall ordinarily be calculated against eligible revenue actually received by the Company.

Unless specifically stated otherwise, the following may be excluded:

• GST;

• statutory taxes;

• refunds;

• cancellations;

• chargebacks;

• credit notes;

• unpaid invoices;

• disputed amounts;

• payment gateway charges;

• third-party charges;

• pass-through costs;

• hardware;

• third-party software;

• advertising/media spend;

• reimbursable expenses.

15. COMMISSION REVERSAL

Where a transaction subsequently:

• fails;

• is refunded;

• is cancelled;

• is charged back;

• is found fraudulent;

• is materially disputed;

• remains unpaid;

the Company may reverse or adjust the related commission.

If commission has already been paid, the Company may offset the amount against future commission, subject to applicable law.

16. COMMISSION SETTLEMENT

Commission may be settled monthly after reconciliation.

The Company may require:

• invoice references;

• customer records;

• GST details;

• PAN;

• bank information;

• tax documentation;

• lead registration;

• implementation completion confirmation.

PART I — SOFTWARE AND SaaS POLICY

17. SOFTWARE LICENSE

The Partner receives no ownership of the Company's software.

Software is provided under a limited:

non-exclusive, non-transferable, revocable authorization

for the purpose of marketing, selling, implementing or supporting the applicable Company product.

18. NO SOURCE-CODE RIGHTS

Unless expressly agreed:

The Partner shall not:

• copy source code;

• reverse engineer;

• decompile;

• modify;

• reproduce;

• redistribute;

• sublicense;

• create derivative software;

• attempt to bypass technical restrictions.

19. THIRD-PARTY SERVICES

A product may depend upon third-party services including:

• payment gateways;

• hosting;

• domain providers;

• email providers;

• SMS providers;

• WhatsApp or communication services;

• maps;

• analytics;

• advertising platforms;

• AI services;

• APIs.

Third-party terms may apply separately.

The Company does not guarantee uninterrupted availability of third-party services.

PART J — ONLINE STORE POLICY

20. ONLINE STORE IMPLEMENTATION

The Partner may assist customers with:

• store setup;

• catalogue;

• product/menu entry;

• categories;

• pricing;

• images;

• banners;

• business information;

• order configuration;

• basic operational settings;

• customer training.

The customer remains responsible for the accuracy and legality of its:

• products;

• prices;

• taxes;

• licences;

• descriptions;

• images;

• claims;

• menus;

• policies.

21. CUSTOMER CONTENT

The Partner shall not knowingly upload illegal, misleading, infringing or unauthorized content.

The customer remains responsible for content supplied to the Partner.

The Company may remove or restrict content that violates applicable law or Company policies.

PART K — CREATIVE SERVICES

22. CREATIVE SERVICES

Creative services may include:

• logo design;

• branding;

• social-media creatives;

• banners;

• product graphics;

• website design;

• catalogues;

• advertisements;

• promotional materials.

Unless otherwise agreed, creative scope, number of revisions and delivery timelines shall be specified in the relevant SOW.

23. CREATIVE APPROVAL

Customer approval may be required before publication.

Once approved by the customer, the customer is responsible for verifying:

• spelling;

• prices;

• claims;

• product information;

• contact information;

• legal notices.

PART L — DIGITAL MARKETING

24. ONLINE MARKETING SERVICES

Marketing services may include:

• social-media marketing;

• search marketing;

• campaign management;

• content marketing;

• creative campaigns;

• lead generation;

• promotional campaigns.

Marketing performance is not guaranteed.

The Company and Partner shall not promise:

• guaranteed sales;

• guaranteed leads;

• guaranteed rankings;

• guaranteed advertising results;

• guaranteed customer acquisition.

25. ADVERTISING BUDGET

Customer advertising spend shall remain separate from service fees unless specifically stated otherwise.

Third-party advertising platforms may independently control:

• approval;

• reach;

• targeting;

• pricing;

• account suspension;

• delivery.

PART M — BRAND AND TRADEMARK POLICY

26. COMPANY BRANDS

The Company may operate and promote:

Tapri Wali Bhurji

Rasoi Wali Bhurji

Branded Wali Bhurji

and other present or future brands.

Use of these brands is a limited authorization and does not transfer ownership.

27. BRAND PROTECTION

The Partner shall not:

• register similar trademarks;

• register confusingly similar domains;

• create misleading social accounts;

• alter logos without permission;

• sell unrelated products under Company brands;

• represent itself as the owner of Company brands.

PART N — DATA PROTECTION

28. DATA ROLES

Depending on the service, the Company, Partner and customer may independently act as:

• Data Controller;

• Data Processor;

• Sub-processor; or

• independent data controller.

The applicable relationship shall be determined according to the actual processing activity and applicable law.

29. PARTNER DATA RESPONSIBILITIES

The Partner shall:

• process personal data only for authorized purposes;

• minimize data collection;

• maintain appropriate security;

• prevent unauthorized disclosure;

• restrict employee access;

• protect credentials;

• promptly report suspected breaches;

• follow Company data-processing instructions.

30. DATA PROCESSING ADDENDUM

Where the Partner processes personal data on behalf of the Company or a customer, the applicable Data Processing Addendum ("DPA") shall apply.

Where applicable, the DPA shall address:

• processing instructions;

• categories of data;

• categories of data subjects;

• security;

• confidentiality;

• sub-processors;

• data breaches;

• data-subject rights;

• deletion/return;

• audits;

• international transfers.

31. GDPR

Where GDPR applies, the applicable GDPR Addendum shall supplement this Agreement.

Nothing in this Agreement shall be interpreted as automatically making every Partner subject to GDPR where GDPR does not otherwise apply.

PART O — INFORMATION SECURITY

32. SECURITY REQUIREMENTS

Partners shall maintain reasonable security controls appropriate to their role.

At minimum:

• strong passwords;

• multi-factor authentication where available;

• restricted account access;

• secure devices;

• updated software;

• malware protection;

• no password sharing;

• no unauthorized system access;

• secure customer information handling.

33. SECURITY INCIDENTS

The Partner shall notify the Company promptly upon becoming aware of:

• unauthorized access;

• data leakage;

• credential compromise;

• malware;

• phishing;

• ransomware;

• unauthorized disclosure;

• suspicious system activity.

The Company may require cooperation during investigation and remediation.

PART P — ACCEPTABLE USE

34. PROHIBITED USE

The Partner shall not use Company systems for:

• unlawful activity;

• fraud;

• harassment;

• hate or discriminatory content;

• malware;

• phishing;

• unauthorized surveillance;

• intellectual-property infringement;

• spam;

• deceptive marketing;

• unauthorized data collection;

• impersonation;

• illegal financial activity.

PART Q — AI-GENERATED CONTENT

35. AI CONTENT

Where AI tools are used in:

• copywriting;

• graphics;

• advertisements;

• product descriptions;

• customer communications;

• creative development;

the Partner remains responsible for reviewing the output before delivery or publication.

AI-generated content may contain:

• factual errors;

• copyright risks;

• inaccurate claims;

• unintended similarities;

• unsuitable content.

AI output shall not be treated as automatically accurate, original or legally cleared.

PART R — INTELLECTUAL PROPERTY

36. COMPANY IP

Company intellectual property includes, without limitation:

• trademarks;

• logos;

• software;

• source code;

• interfaces;

• databases;

• documentation;

• processes;

• business models;

• templates;

• designs;

• platform architecture;

• marketing materials;

• proprietary methodologies.

37. CUSTOMER IP

Customers retain ownership of their pre-existing content and materials, subject to applicable agreements.

Customers must have appropriate rights to materials they upload.

38. PARTNER-CREATED WORK

Ownership of Partner-created work shall depend upon the applicable SOW.

The SOW should specify whether work is:

• assigned to the customer;

• licensed to the customer;

• retained by the Partner;

• licensed by the Company;

• jointly developed.

PART S — REFUND / CANCELLATION

39. REFUNDS

Refunds shall be governed by the Company's applicable Refund, Return & Cancellation Policy and customer-specific terms.

The Partner shall not independently promise refunds.

40. CANCELLATION

Cancellation rights may vary according to:

• subscription;

• implementation stage;

• custom development;

• creative work;

• digital marketing;

• third-party services;

• customer-specific contract.

The applicable commercial document shall control.

PART T — SLA AND SUPPORT

41. SERVICE LEVEL AGREEMENT

Where a customer is covered by an SLA, service availability and support shall be governed by the applicable SLA.

The Partner shall not promise service levels beyond those officially provided.

42. PARTNER SUPPORT

The Partner may provide first-level functional support where authorized.

Technical issues shall be escalated through the Company's designated support process.

The Partner shall not independently modify production systems to resolve technical problems unless specifically authorized.

PART U — CUSTOMER RESPONSIBILITIES

43. CUSTOMER RESPONSIBILITIES

Customers are responsible for:

• lawful business operation;

• required licences;

• accurate information;

• legal product claims;

• tax information;

• content;

• customer data;

• credentials;

• product availability;

• fulfilment;

• delivery;

• returns;

• customer service.

Software does not transfer the customer's underlying legal or operational responsibilities to the Company or Partner.

PART V — COMPLIANCE

44. PARTNER COMPLIANCE

Partners shall comply with applicable:

• Indian laws;

• tax requirements;

• consumer-protection requirements;

• advertising laws;

• privacy laws;

• intellectual-property laws;

• cyber-security requirements;

• anti-fraud requirements;

• industry-specific requirements.

45. ANTI-BRIBERY AND IMPROPER PAYMENTS

The Partner shall not offer, promise, authorize or provide improper payments or benefits to obtain business.

The Partner shall maintain ethical sales practices.

PART W — RECORDS

46. BUSINESS RECORDS

Partners shall maintain appropriate records relating to:

• leads;

• proposals;

• invoices;

• customer communications;

• implementation;

• approvals;

• payments;

• marketing campaigns.

Records may be requested for audit and reconciliation.

PART X — CUSTOMER COMPLAINTS

47. COMPLAINT MANAGEMENT

The Partner shall promptly escalate material complaints.

The Company may investigate complaints concerning:

• sales representations;

• pricing;

• implementation;

• software;

• data;

• security;

• marketing;

• Partner conduct.

PART Y — PARTNER CODE OF CONDUCT

48. PROFESSIONAL CONDUCT

The Partner shall:

• communicate honestly;

• use approved pricing;

• respect customers;

• avoid deceptive claims;

• protect confidential information;

• protect customer data;

• maintain professional conduct;

• comply with Company policies.

PART Z — NON-CIRCUMVENTION

49. CUSTOMER NON-CIRCUMVENTION

The Partner shall not knowingly use confidential Company information to divert Company customers or registered leads to competing services.

Any restrictive provision shall apply only to the extent permitted by applicable law.

PART AA — TERMINATION

50. TERMINATION EVENTS

The Agreement may be terminated due to:

• material breach;

• fraud;

• data misuse;

• IP infringement;

• unauthorized collection of funds;

• serious customer complaints;

• misuse of Company brands;

• prolonged inactivity;

• failure to satisfy agreed performance requirements;

• insolvency;

• unlawful conduct.

51. EFFECT OF TERMINATION

Upon termination, the Partner shall:

• cease representing itself as an authorized Partner;

• cease using Company trademarks;

• stop accessing unauthorized systems;

• return/delete confidential information;

• assist with customer transition;

• settle outstanding financial matters.

PART AB — POST-TERMINATION COMMISSION

52. COMMISSION

Eligible transactions generated before termination may remain commissionable subject to:

• customer payment;

• valid attribution;

• applicable refund period;

• absence of breach;

• applicable Commercial Schedule.

PART AC — LIABILITY

53. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Party shall be liable for indirect or consequential losses arising from the independent business activities of the other Party.

Any monetary liability cap should be expressly specified in the final legal version after professional review.

54. INDEMNIFICATION

The Partner may be responsible for claims arising from:

• unauthorized representations;

• Partner negligence;

• unlawful marketing;

• misuse of Company IP;

• data misuse;

• fraud;

• unauthorized commitments;

• violation of law.

The Company may provide corresponding protections where expressly agreed.

PART AD — FORCE MAJEURE

55. FORCE MAJEURE

Neither Party shall be liable for reasonable delays caused by events outside its reasonable control, including:

• natural disasters;

• government actions;

• telecommunications failures;

• major cyber incidents;

• infrastructure failures;

• war;

• civil disruption;

• widespread service outages.

PART AE — AUDIT AND COMPLIANCE

56. AUDIT

The Company may conduct reasonable compliance reviews concerning:

• Partner sales;

• commissions;

• implementation;

• customer records;

• brand usage;

• security;

• data protection;

• marketing claims.

PART AF — PARTNER TRAINING

57. TRAINING

The Company may require Partners to complete:

• product training;

• implementation training;

• security training;

• data-protection training;

• brand training;

• sales training.

Certain privileges may be conditional upon successful completion.

PART AG — DIGITAL ACCEPTANCE

58. ELECTRONIC ACCEPTANCE

The Partner may accept the Agreement by:

• electronic signature;

• digital signature;

• Partner Portal acceptance;

• checkbox confirmation;

• email acceptance;

• other legally recognized electronic mechanism.

The Company should maintain evidence of acceptance, including:

• date;

• time;

• version;

• Partner identity;

• accepted policies;

• IP/device information where lawfully collected.

PART AH — POLICY VERSION CONTROL

59. POLICY UPDATES

The Company may update policies from time to time.

Material changes should be communicated through appropriate channels.

The Partner should always have access to the current applicable policy version.

PART AI — LEGAL NOTICES

60. COMPANY LEGAL INFORMATION

The final website version should reproduce the Company's exact:

• registered legal name;

• registered office;

• correspondence address;

• official email;

• grievance contact;

• GST details where applicable;

• statutory registration details;

• data-protection contact where applicable.

These should be copied from the Company's current statutory records rather than manually recreated in this Agreement.

PART AJ — DISPUTE RESOLUTION

61. ESCALATION

Disputes should first be escalated through designated commercial representatives.

Where unresolved, the Parties may proceed to mediation and/or arbitration according to the final dispute-resolution clause.

PART AK — PARTNER SCHEDULE

Every Partner should acknowledge and understand complete Commercial Schedule.

PARTNER COMMERCIAL SCHEDULE

( You can select any one plan in one application )

Partner Name: __________________________

Entity: _________________________________

Selected Plan:

☐ Nawab-e-Invoice

☐ Sultan-e-Sales

☐ Maharaja-e-Territory

☐ Badshah-e-Territory

Territory: ______________________________

Start Date: ______________________________

Commission: ______________________________

Lead Protection Period: ___________________

Implementation Authority: Yes / No

Marketing Authority: Yes / No

Creative Services Authority: Yes / No

Online Store Implementation: Yes / No

Support Authority: Yes / No

Special Conditions: _______________________

PART AL — PARTNER ACKNOWLEDGEMENT

By accepting this Agreement, the Partner confirms:

"I understand that I am an independent Partner of Andabhurji Global Solutions and not an employee, legal representative or owner of the Company. I agree to comply with the applicable commercial plan, territory rules, software terms, data-protection requirements, information-security requirements, intellectual-property rules, acceptable-use requirements, refund/cancellation provisions, SLA requirements and other policies incorporated into this Agreement."