CHANNEL PARTNER AGREEMENT
This CHANNEL PARTNER AGREEMENT (“Agreement”) is made by and between:
Numbernagar Learning Pvt. Ltd., a company incorporated under the Indian Companies Act, 1956, having its registered office at No. 224, Karishma Hills, Gubbalala, Bengaluru 560061, represented by its Co-Founder, Mr. Ravi Shankar Ramalingaiah, (hereinafter referred to as ‘NUMBERNAGAR or ‘Company’, which expression, where the context admits, shall include its successors and permitted assigns), of the ONE PART.
AND
Channel Partner (CP), where the context admits, shall include its successors and permitted assigns), of the OTHER PART.
(NUMBERNAGAR and Channel Partner may jointly be referred to as “Parties” and severally as “Party”.)
WHEREAS:
1. Company is, inter alia, engaged in the business of creating innovative solutions for education and publishing, content development, consultancy etc.
2. Company is desirous of appointing Channel Partner Franchisees to market their product – Maths Lab/Kit & English Phonics & Grammar Learning Solutions (hereinafter referred to as ‘Product’), to various Schools, Pre-Schools, Women Educators, CSR Projects (collectively referred as ‘Target Market’ and collect payments therefrom, on certain terms and conditions.
3. The CP is, inter alia, have the necessary expertise in providing marketing / sales and other related services.
4. Company is desirous of appointing CP to market their Products to Target Market, on certain terms and conditions, which the parties now wish to, reduce into writing by executing this Agreement.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. APPOINTMENT
1.1 Subject to terms and conditions of this Agreement, Company hereby appoints CP. CP hereby accepts such appointment and agrees to act as Company’s CP, for Company’s
prestigious Products as on and with effect from the date mentioned in email communication to CP, for a period as specified in the email communication to CP. This period is called the ‘Effective Period’.
1.2 As per the terms of this Agreement, Company grants CP, non-exclusive right to market, across India.
1.3 CP will not market or sell any other competing services or products of the same nature as Company’s Products.
2. OBLIGATIONS OF THE CP
CP shall, in consideration of Company appointing it in accordance with the terms hereof and the sufficiency whereof the CP hereby acknowledges and shall not call into question in future, not market, advertise, promote and/or sell any products, subject to applicable law, that are same or like the products of Company.
2.1 CP will be given the right to use the Company logo only in its visiting cards, Letter Heads & e-Mailers (duly provided and approved by Company).
2.2 CP shall use visiting cards, formats provided by Company only to communicate to Target Market. The final proposals are to be sent to the Target Market only after obtaining a written approval from Company. CP shall not use its stationery to raise any invoice, credit notes, etc. However, all invoices are being sent to the Target Market only by Company, as a standard practice.
2.3 CP website may have a link of Company Products that will lead the users directly to the official website of Company, in case the CP is having any such website.
2.4 CP shall use its best efforts to advertise and promote the products of Company. CP shall obtain approval in writing from Company, with regards to the promotional activities.
2.5 CP shall, always, use the content and the materials provided by Company for the purposes of promotion, advertising or informing the public regarding Company Products.
2.6 CP shall ensure that the products are marketed and sold to the customers are in accordance with the instructions given by Company from time to time. Any verified complaints (including but not limited to over-promising, poor service) resulting in Company Lab brand name being tarnished shall be treated as breach of contract and leads to immediate disqualification of the CP.
2.7 CP will have to identify and mobilize dedicated sales personnel (either the CP itself, or employees of the CP) to promote Company Lab.
2.8 All such personnel shall be deemed to be employees of the CP, and it shall be the CP’s liability to discharge all statutory obligations towards such personnel. Company will not have any obligation in this regard whatsoever.
2.9 CP shall directly collect the sale proceeds from the customers, which shall be by way of transfer/cheque/demand draft and drawn in favor of Company and deposit the same to the bank account of Company within a reasonable period, which shall in no case be later than 2 (two) working days from the date when the sale proceeds were collected. CP shall keep necessary copies of cheques/demand drafts collected from customers, and the same shall be sent to Company along with the deposit challans.
2.10 CP shall submit the performance reports periodically, as per the formats approved by Company.
2.11 CP itself or the employees of the CP shall attend any training programme conducted by Company on product and sales pitch. The duration, time of training shall be mutually decided by the parties. However, the expenses of training such as, travelling, boarding and lodging expenses are to be borne by the CP.
2.12 Post sales Products delivery, training, support to Customers shall be handled by Company. Relationship management, sales renewal, payment collection shall be handled by the CP.
2.13 CP shall be responsible to achieve an annual revenue / sales target (more fully described in the email communication to the CP, mutually agreed upon by both the parties. CP shall strictly adhere to the target & reporting structure. Monthly review shall be done to assess the progress based on set target.
3. OBLIGATIONS OF Company
3.1 Company shall provide promotional material required to support the promotion and sale of the products.
3.2 Company shall also provide training of the products to the representatives / employees of the CP.
3.3 Company will provide the necessary support to the CP for all after sales support & relationship management activities with the Target Market. Company is also responsible for ensuring that the products supplied are of good quality.
3.4 Company shall also be responsible for all the supply chain logistics and material and ensuring the timely delivery of the product to the customers handled by the CP.
4. PAYMENT TERMS
4.1 In consideration of the services to be provided by the CP hereunder, Company hereby agrees to pay commission to the CP at the specified rates as mentioned in the email communication to the CP.
4.2 The CP will collect the entire sales proceeds, deposit in Company’s bank account within 2 working days. Post realization of the entire bill amount, Company shall pay the commission to the CP as per the payment cycle followed by Company (which is 15th of every calendar month), against receipt of an invoice duly approved and to that effect from the CP.
4.3 The commission payable to the CP, shall be inclusive of all applicable taxes and shall be paid by Company after deducting such taxes at sources, if and at such rates as may be applicable.
4.4 It is hereby agreed by the Parties to this Agreement that any delay from the Customers in making payment as per the agreed terms in the order form to Company shall attract interest on delayed payment at the rate of eighteen percent (18%) per annum. And the CP is hereby agreed to collect such interest amount from the Customers along with the pending payments.
5. TERM AND TERMINATION
5.1 The term of this Agreement shall be for a period as mentioned in the email communication to the CP (“Term”). However, the agreement may be reviewed before the expiration this agreement, Company may offer the CP the opportunity to continue rendering the Services for an additional period of 1 (One) year or more as decided by Company subject to the CP shall have complied with all the terms and conditions of this Agreement.
5.2 In the event of breach of this Agreement by either Party, the other Party shall be entitled to terminate this Agreement with immediate effect.
5.3 Either Party may, without cause, terminate this Agreement by giving to the other Party 30 (Thirty) days’ written notice.
6. INDEMNITY
6.1 Each Party hereby agrees to indemnify and hold indemnified and harmless the other Party and/or any of its officers, directors, employees or agents, from and against all
claims and direct losses, liabilities, obligations, damages, expenses and costs (including without limitation reasonable legal fees) brought against or suffered by it/them, resulting from, arising out of or relating to any breach of the terms hereof, applicable law or any willful misconduct or negligent acts by the indemnifying Party or any of its officers, directors, employees or agents.
6.2 Notwithstanding the above, in no event will either Party be liable to the other for any indirect, consequential or incidental damages (including loss of business or profit, whether arising out of or in connection with the Products or use or inability to use the Products or otherwise), howsoever arising, whether under contract, tort or otherwise, even if informed about the possibility of the same. Further, in no event shall Company’s liability exceed Rs. 10,000.
7. MISCELLANEOUS
7.1 ASSIGNMENT: This Agreement shall be binding upon and ensure to the benefit of the Parties hereto and their respective successors. Neither this Agreement nor any of the rights, interests or obligations here under shall be assigned to any third party, unless otherwise agreed in writing by both Parties.
7.2 CONFIDENTIALITY: Neither Party shall, at any time, disclose to any person or entity any information relating to the private or confidential affairs of the other Party, its products, business, clients or relating to any trade secrets of such other Party, including but not limited to the information relating to present and contemplated services and Products, technology, techniques, processes and instructions, costs, prices, discounts, supply, and marketing strategies.
7.3 INTELLECTUAL PROPERTY: CP acknowledges that ownership of and title to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secrets in the products are and shall remain with Company. CP shall not be entitled to claim any rights thereto on account of the terms hereof. The logo, name or other mark of Company may only be used by the CP with the approval of Company and shall always be used in the format as prescribed by Company.
7.4 FORCE MAJEURE: Both Parties shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by force majeure or reasons beyond the reasonable control of the concerned Party.
7.5 NOTICES: Any notices, requests and other communications required or permitted hereunder shall be in writing and shall be given by hand against written acknowledgement or receipt, or sent by registered mail, or by facsimile followed by a confirmation letter by registered mail, at or to each of the Parties at the addresses set forth above in this Agreement.
7.6 NO AGENCY: It is clearly understood and accepted by both Parties that this Agreement and the contract between the Parties evidenced by it are on a “principal to principal” basis and nothing herein contained shall be construed or understood as constituting either Party hereto the agent or representative of the other under any circumstances. Accordingly, neither Party shall be entitled to bind the other Party to any obligations without the prior written consent of such Party.
7.7 ENTIRE AGREEMENT: This Agreement represents the entire understanding and agreement between the Parties with respect to its subject matter. This Agreement supersedes all previous agreements, understandings or courses of performance.
7.8 AMENDMENT: No modification, alteration, amendment, cancellation or any other change in any terms or condition of this Agreement shall be valid and binding on any Party unless set out in writing and signed by both Parties.
7.9 WAIVER: Failure of either Party to require performance of any provision of this Agreement shall not affect such Party’s right to full performance thereof at any time thereafter, and any waiver by either Party of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach. No waiver shall be effective unless in writing and duly executed by an authorized representative of the concerned Party.
7.10 COUNTERPARTS: This Agreement is executed in 2 (two) counterparts, one to be retained by each Party, each of which, will be treated as original and both of which embody one and the same agreement.
7.11 ARBITRATION: Any disputes or differences whatsoever between the Parties which cannot be settled by mutual discussions shall be settled by a sole arbitrator mutually appointed by the Parties. The arbitration proceedings shall be conducted under and in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held in the English language and the venue for arbitration shall be Bengaluru.
GOVERNING LAW & JURISDICTION: This Agreement shall be governed by the laws of India. Nothing contained herein will preclude either Party from applying for and obtaining any
injunctive, prohibitory or other similar urgent or interim relief from a competent court of law. Subject to Clause 7.11 above, the courts at Bangalore shall have exclusive jurisdiction.
COMMISSION
Commission payable to the CP, is to be calculated on the net amount collected and remitted to Company (subject to realization of collection proceeds) by the CP during a month, at the following rates:
Commission percentage of the net collections is communicated on the email of the CP.
Note: Net collections mean actual amount collected from the Customers less proportionate amount of GST (if any) on the sales against which the collections have been made.