Referral & Channel Partner Agreement

This Accosync Referral & Channel Partner Agreement (“Agreement”) is entered into between:

AND

1. PURPOSE AND APPOINTMENT

1.1 OneBI operates and provides Accosync, a software platform enabling businesses and accountants using Tally ERP 9 and Tally Prime to access accounting data and manage workflows through mobile and web applications.

1.2 OneBI appoints the Partner as a non-exclusive referral and channel partner for introducing prospective customers to Accosync, subject to this Agreement.

1.4 The Partner is not authorised to sell Accosync in its own name, alter OneBI's commercial terms, collect subscription fees on behalf of OneBI, or make binding commitments on behalf of OneBI unless separately authorised in writing.

2. NO PARTNERSHIP, AGENCY OR EMPLOYMENT

2.1 Despite the term “Partner”, nothing in this Agreement creates a legal partnership, joint venture, employer-employee, franchise, agency, or fiduciary relationship between the Parties.

2.2 The Partner is an independent commercial referral partner.

3. ACCOSYNC PARTNER PROGRAMME

Participation in the Accosync Partner Programme is subject to this Agreement and operational policies published in the Accosync Partner Portal. OneBI determines eligibility criteria, referral attribution mechanisms, commission structures, payout thresholds, and fraud-prevention procedures.

4. PARTNER REFERRAL CODE

4.1 Upon approval, OneBI issues the Partner a unique 6-character Referral Code.

4.3 The Partner shall not sell, transfer, or share its Referral Code, or manipulate attribution processes.

5. CUSTOMER REFERRAL AND ATTRIBUTION

5.1 A Referred Customer is a customer that creates an Accosync account and enters the Partner's valid Referral Code during the registration process.

5.3 OneBI's electronic system records serve as the sole source of truth for attribution.

5.4 One Customer — One Partner: A customer account may be attributed to only one Partner.

5.6 Forgotten Referral Code: If a customer intended to use a Referral Code but failed to enter it during signup, the Partner may submit an attribution request within 7 calendar days of account creation.

6. COMMISSION STRUCTURE

6.4 No Commission on Free Usage: No commission is payable for free trials, free plans, or non-paid account usage. Commission becomes applicable only upon an eligible paid transaction.

7. NET SUBSCRIPTION REVENUE

“Net Subscription Revenue” means actual eligible subscription fees received by OneBI, excluding GST and indirect taxes, refunds, chargebacks, payment reversals, promotional credits, and third-party implementation fees.

8. SUBSCRIPTION UPGRADES & DOWNGRADES

Commission is calculated based on the net revenue actually received following plan upgrades or downgrades.

9. REFUNDS AND CHARGEBACKS

9.1 No commission is payable on transactions that are refunded, cancelled, charged back, or reversed.

9.2 If commission was credited on a transaction that is later refunded or charged back, OneBI reserves the right to reverse or offset the commission against future payouts.

11. PARTNER PORTAL

Partners receive credentials to access the Accosync Partner Portal to track referral links, attributed customers, subscription statuses, and earned commissions.

13. PAYMENT OF COMMISSION

• Payouts are processed on a monthly basis.
• Minimum Payout Threshold: ₹1,000. Balances below ₹1,000 carry forward to the next month.
• Commissions are paid via direct bank transfer to the verified bank account registered in the Partner Portal.

14. TAXES & TDS

Each Party is responsible for its tax obligations. OneBI deducts Tax Deducted at Source (TDS) as required under Indian Tax Laws (Income Tax Act). Partners must submit valid PAN and GSTIN (if registered) details.

15. PARTNER ELIGIBILITY & KYC

Partners must provide accurate KYC details (Legal Name, Business Name, PAN, GSTIN, Bank details, Address) prior to receiving payouts.

17. PROHIBITED CONDUCT

Partners strictly agree not to engage in:

• Fraudulent, fake, or duplicate customer account registrations.
• Self-referral (using own Referral Code for own business accounts).
• Misleading claims or unauthorized discount guarantees.
• Spamming, bulk unauthorized messaging, or deceptive advertising.

19. INTELLECTUAL PROPERTY

All intellectual property rights in Accosync software, brand, and Partner Portal belong to ONEBI SOFTWARE LLP. Partners receive a limited license to use approved promotional materials during the active agreement.

21. CUSTOMER DATA & PRIVACY

Partners must comply with Indian DPDP Act regulations. Partners shall not collect or store customer passwords, Tally credentials, or sensitive payment credentials.

22. CONFIDENTIALITY

Both parties agree to maintain strict confidentiality regarding non-public commercial terms, software architecture, and customer lists.

27. INDEMNIFICATION

Partner agrees to indemnify OneBI against claims, losses, or legal costs arising from Partner's breach of terms, fraudulent conduct, or unlawful marketing.

29–32. TERM AND TERMINATION

29.1 Agreement commences upon electronic acceptance and registration approval.

30.1 / 31.1 Either party may terminate with 30 days' written notice. OneBI may suspend or terminate immediately for fraud, material breach, or security violations.

43–45. GOVERNING LAW & DISPUTE RESOLUTION

Governed by the laws of India. Any unresolved disputes shall be referred to arbitration in Bhubaneswar, Odisha, India under the Arbitration and Conciliation Act, 1996. Courts in Bhubaneswar, Odisha have exclusive jurisdiction.

SCHEDULE A — COMMERCIAL SUMMARY