Independent Sales Partner Terms

Softnex Technologies ("Softnex", "Company", "we", "us", or "our") provides technology services that may include website development, web application development, mobile applications, custom software, SaaS platforms, AI software solutions, automation systems, API development, backend and database engineering, software maintenance, and technical consulting.

The Softnex Partner Program allows approved individuals or businesses to identify prospective clients, introduce business opportunities, and perform agreed sales-related activities in return for a commission on qualifying transactions. Softnex controls the client relationship, approves project scope and pricing, performs or coordinates the technology work, and receives client payments.

The program is intended to be an independent commission-based sales arrangement. It is not intended to create an employment relationship, legal partnership, joint venture, shareholder relationship, or general authority to act as Softnex's legal representative. The actual legal character of the relationship remains subject to applicable law and the parties' real working arrangement, not just its label.

A partner application is only a request to be considered. Submission does not create an active partner account, guarantee approval, or entitle an applicant to commissions. Softnex may review the application and may approve, decline, or request additional information. Access is activated only after approval and completion of any onboarding steps required by Softnex.

If Softnex approves an applicant, Softnex may issue account access, a referral code or link, sales materials, and a written commission rate or partner-specific agreement. The partner may use access and materials only for authorised Softnex business. A partner must keep login credentials confidential and must not permit another person to use the partner account.

There is no fixed salary or guaranteed monthly payment unless a separate agreement expressly says so. These Terms should be read together with any signed or otherwise accepted written partner-specific agreement. For a special commission rate or incentive, the written partner-specific agreement controls.

Depending on the approved arrangement, a partner may identify potential clients, introduce prospects, register leads, contact businesses, explain Softnex's general services using approved materials, arrange meetings, assist with client communications, follow up with leads, and perform other mutually agreed business-development activities.

Unless separately agreed in writing, partners do not perform software development or technical delivery work on Softnex's behalf. Partners must refer technical scoping, pricing, contractual commitments, security questions, and implementation promises to an authorised Softnex representative rather than inventing an answer or making an unauthorised guarantee.

Partners must keep lead records reasonably accurate, update follow-up information where required, avoid duplicate or misleading submissions, and cooperate with reasonable verification questions about the origin and status of a lead.

A partner may earn commission for eligible business generated through the partner's documented efforts. The applicable percentage or other calculation method must be confirmed in writing by Softnex, either in the partner's approved account, a signed agreement, an email, or another written communication accepted by the parties. A rate discussed verbally is not a confirmed special commission arrangement.

A project-specific rate, recurring commission, bonus, incentive, or exception is valid only if confirmed in writing by an authorised Softnex representative. Softnex may establish different rates for different partners or projects. Unless the written agreement says otherwise, a rate change applies prospectively to future eligible transactions and does not silently change the rate already recorded for an earlier qualifying payment.

Softnex should maintain a record of the applicable rate, eligible base amount, calculation, transaction, and adjustment history. A partner cannot edit or verify the Company's payment record or commission ledger. Any question about a calculation should be submitted in writing with the relevant lead or project reference.

Unless the written partner-specific agreement says otherwise, commission is calculated on the net amount actually received and retained by Softnex from an eligible client transaction, not on the quoted value or the estimated total contract value. If the applicable rate is 10% and Softnex receives and retains ₹1,00,000 in eligible client payments, the commission calculation would be ₹10,000 before any applicable statutory deduction or adjustment.

Commission is not automatically calculated on an estimate, proposal, quoted price, invoice amount, unpaid balance, verbal promise, unsigned order, cancelled project, or a payment that has not cleared or that Softnex does not retain. The commission base may exclude taxes, refunded amounts, chargebacks, discounts, credits, and pass-through third-party amounts where the written commission terms or applicable law require or permit that treatment.

Only verified Company payment records may generate commission entries. Dashboard figures are provided to support tracking; they do not override the written rate, underlying client payment record, or the final accounting reconciliation.

If a client pays a project in instalments, commission may be calculated proportionally on each eligible instalment once Softnex has received and retained it. The partner does not need to wait for the entire project price to be collected unless the partner-specific agreement expressly makes full collection a condition.

For example, if an eligible project has a recorded commission rate of 10%, Softnex receives and retains ₹30,000 in a qualifying instalment, and all other conditions are met, the commission on that instalment would ordinarily be ₹3,000 before required deductions or later reversals. A later eligible ₹70,000 instalment would ordinarily produce ₹7,000 on that instalment, subject to the applicable written terms.

Commission entitlement requires all of the following: (a) the client or opportunity is properly attributed to the partner under these Terms; (b) an eligible transaction or project results from the introduction; and (c) Softnex actually receives and retains the relevant client payment. A lead submission alone does not create an entitlement to commission.

Sending contact details, sending a message, arranging a meeting, sharing a proposal, receiving a verbal promise, or creating an unpaid invoice does not by itself earn commission. Commission approval and payout are subject to verification, any written payout process, the partner-specific agreement, and applicable deductions or adjustments. The payout date or cycle, if any, must be confirmed in writing rather than assumed from a dashboard display.

A lead may be attributed to a partner where the partner generated or introduced the opportunity and Softnex's records reasonably support that attribution. Partners should register leads through the approved form or account before or promptly after making the introduction, providing accurate business and contact details and the source of the opportunity.

Softnex may use timestamps, referral codes, contact history, emails, messages, meeting records, the lead database, and other available evidence to assess attribution. If multiple partners claim the same lead, Softnex will review the relevant records in good faith. A lead already known to Softnex, already registered, actively contacted, or under negotiation before a partner's introduction may be treated as an existing Company lead unless Softnex confirms otherwise in writing.

Softnex's recorded attribution will be used for its commission records, subject to this policy, the available evidence, and applicable law. A partner may ask for a review by writing to contact@softnex.online and providing relevant details. Referral attribution must not be manipulated, silently overwritten, or claimed using false information.

Unless the partner-specific agreement expressly provides otherwise, commission applies only to the project or transaction that resulted from the documented introduction. The same client's future projects, renewals, additional services, subscriptions, expansions, or separate transactions do not automatically qualify for commission merely because the partner introduced that client previously.

Softnex and the partner may agree a recurring or repeat-business commission arrangement in writing. That agreement should define the eligible projects or revenue, rate, duration, exclusions, and conditions for continuing entitlement.

If a client payment used to calculate commission is refunded, reversed, charged back, returned, cancelled, or otherwise not retained by Softnex, the related commission is not treated as finally earned to the extent of that amount. Softnex may record a reversal or adjustment so the original record and the correction remain auditable.

Where a commission relating to a refunded or reversed payment has already been paid, Softnex may adjust the amount against future commissions or seek another reasonable reconciliation only to the extent permitted by applicable law and the partner-specific agreement. Softnex will explain the basis of a material adjustment on request. This section does not authorise unlawful deductions or recovery.

Unless separately agreed in writing, the program provides no fixed salary, guaranteed monthly income, minimum commission, paid leave, employee benefits, minimum number of clients, or promise of any particular project volume. Earnings depend on lead generation, client decisions, project acceptance, proper attribution, actual receipt and retention of eligible payments, and the agreed commission rate.

Softnex does not guarantee approval of an application, qualification of a submitted lead, any particular number of leads, clients, meetings, projects, business opportunities, commission amount, or monthly income. Partners must not advertise guaranteed earnings or suggest that money is earned merely by joining or recruiting others. Commission is linked to eligible business transactions and qualifying client payments, not recruitment alone.

Subject to these Terms, reasonable Company requirements, and any written agreement, partners generally control their own working hours, location, schedule, outreach approach, and day-to-day sales activities. They are responsible for their ordinary expenses unless Softnex has approved reimbursement in writing in advance.

Partners must comply with laws applicable to their outreach, including any applicable marketing, anti-spam, privacy, tax, and consumer-protection requirements. Partners must not use deceptive, harassing, or unlawful sales practices and must stop contacting a prospect when required by law or a valid request.

A partner has no authority to legally bind Softnex, sign contracts for Softnex, accept legal obligations, alter Company terms, approve refunds, or make technical, pricing, or delivery commitments unless an authorised Softnex representative has given express written authority for the specific action.

Without such written authority, a partner must not:

• Change prices, commission rates, payment terms, contractual scope, or approved discounts.
• Guarantee that a project will be completed by a date, or promise a feature, result, or integration that Softnex has not approved.
• Sign or amend a client agreement, offer a warranty, promise a refund, or make a statement intended to bind Softnex.
• Present themselves as an employee, director, owner, or legal representative of Softnex.
• Issue unauthorised invoices or receipts, collect client money personally, or provide personal bank details as Company payment instructions.

Final decisions on client acceptance, feasibility, pricing, project scope, delivery schedule, technical commitments, refunds, and contracts remain with Softnex or its authorised representative.

All client payments must be made directly to a bank account, payment link, or other method officially designated by Softnex in its invoice or written payment instructions. A partner must not collect Company payments into a personal bank account, wallet, or other personal payment method; retain part of a client payment; or give a client unapproved payment details.

If a client mistakenly transfers funds to a partner, the partner must notify Softnex promptly and follow lawful written instructions to resolve the error. The partner must not treat client money as commission or deduct commission before it has been verified and approved through the Company's process.

Partners must communicate honestly, accurately, and professionally. They must not knowingly make false statements, misrepresent Softnex's services or capabilities, misstate pricing, create false urgency, guarantee unauthorised outcomes, mislead a client about timelines, or misuse Softnex's name, branding, reputation, or sales materials.

Partners may use only current sales materials and claims approved by Softnex. They must promptly correct material misstatements they become aware of and notify Softnex if a prospect raises a technical, legal, pricing, or contractual question outside the partner's authorised role.

In the course of the relationship, a partner may access non-public client details, lead records, pricing, proposals, business strategies, technical information, source code, credentials, internal documents, financial information, sales materials, and other confidential information ("Confidential Information"). The partner must protect it with reasonable care and use it only for authorised Softnex business.

Confidential Information must not be sold, published, copied, disclosed, distributed, or misused except where needed for authorised work and permitted by Softnex. A partner must promptly report suspected unauthorised access or disclosure and follow reasonable steps to contain the incident. These obligations continue after the partner relationship ends, subject to information that becomes public without breach, was independently developed, or must be disclosed by law.

Partners must use client and prospect information obtained through the program only for legitimate, authorised Softnex-related purposes. They must not use it for unrelated personal business, sell it, or export it for unauthorised purposes.

Partners must have an appropriate basis to submit another person's contact details and must follow any applicable privacy notice, consent, transparency, and security requirements. They should collect only information reasonably needed for the business introduction and must not submit passwords, payment credentials, sensitive data, or unrelated personal details to the lead form.

A partner may access only the leads, clients, projects, and commission details assigned to or properly attributed to that partner, except where Softnex expressly permits broader access. Partners must not attempt to access another partner's account or records, scrape the portal, share account credentials, manipulate referral data, or change verified payment or commission records. Softnex may limit or suspend account access to protect client information and business records.

For details on Softnex's own collection and use of information, read the Privacy Policy.

A partner must disclose any actual or potential material conflict of interest that could affect the partner's obligations to Softnex or the handling of a lead. The restrictions below apply only to the extent permitted by applicable law.

To the extent permitted by applicable law, during the relationship a partner must not intentionally use confidential Softnex information or a relationship developed through the program to divert an existing Softnex client away from Softnex for competing services. Any post-termination non-solicitation obligation applies only where stated in a valid written agreement and enforceable under applicable law. Nothing here is intended to impose a restraint that applicable law prohibits.

Softnex retains ownership of its names, logos, trademarks, sales materials, proposals, designs, software, source code, tools, databases, processes, documentation, product concepts, and other intellectual property unless a separate written agreement says otherwise. Participation in the partner program gives no ownership, equity, or licence beyond the limited permission expressly granted below.

During an active approved relationship, Softnex may allow a partner to use current brand assets and sales materials only to promote Softnex's services in the manner authorised. The partner must not modify brand assets, register a confusingly similar domain or account, make a false endorsement claim, or continue to use Softnex materials after authorisation ends. On request or termination, the partner must stop use and return or delete confidential materials, subject to legal recordkeeping obligations.

Partners are responsible for their own applicable taxes, registrations, filings, insurance, and statutory obligations arising from their activities and commission income. Softnex may make TDS or other deductions or withholdings where required by applicable law and may request necessary tax or payment information to administer commissions lawfully.

Both parties must comply with laws applicable to their activities. No clause in these Terms removes a legal duty that cannot be transferred by agreement. If tax treatment or documentation is uncertain, each party should obtain independent professional advice.

Softnex may maintain records of applications, lead entries, client introductions, communications, referrals, projects, agreements, payments, refunds, commission calculations, adjustments, and commission payouts. These records may be used for attribution, financial reconciliation, accounting, compliance, security, and dispute resolution.

The portal is a tracking and administration tool. Partners must not alter or attempt to alter verified payment records, commission ledger entries, or audit logs. Corrections should be requested from Softnex and recorded through an authorised adjustment process. Softnex may retain historical records after an account is deactivated where needed for accounting, legal, audit, or dispute purposes.

Either party may end the relationship by giving the written notice period stated in the partner-specific agreement. If no notice period has been agreed, either party may give written notice of termination, subject to applicable law and any rights or obligations already accrued.

Softnex may suspend portal access or terminate the relationship immediately where reasonably necessary to address serious misconduct or risk, subject to applicable law. Examples include fraud, deliberate misrepresentation, unauthorised collection or misuse of client funds, misuse or disclosure of confidential information, unauthorised access to client or partner records, repeated misleading claims, or a material breach of these Terms.

When the relationship ends, the partner must stop representing Softnex, stop using referral links and brand materials where authorisation has ended, protect or return confidential information as instructed, and cease accessing the portal. Termination does not automatically erase historical lead, project, payment, or commission records.

If a partner introduced and properly recorded an eligible lead before termination, and the client later makes a qualifying payment for a documented project substantially generated through that introduction, commission may remain payable under the previously applicable written rate and agreement, provided the attribution and transaction conditions are met.

Termination does not automatically create entitlement to commission on unrelated future projects, repeat transactions, renewals, or additional services from the same client. Outstanding commission may be verified, adjusted for refunds or reversals, and processed under the written payout terms and applicable law. A dispute over attribution or calculation should be raised in writing with the relevant records.

Softnex may approve, activate, suspend, or deactivate partner account access based on onboarding status, security, compliance, inactivity, or a breach of these Terms. A suspension or deactivation of access does not itself determine whether an earlier commission has been earned; that question is assessed against the applicable written terms, attribution records, qualifying payments, and applicable law.

Partners must notify Softnex promptly if their contact or payment details change, if account credentials may have been compromised, or if they identify a material error in a lead or commission record. Softnex may require reasonable identity or payment verification before changing sensitive account details or processing a payout.

These Terms are governed by the laws of India, subject to any mandatory legal rights and requirements. If a dispute arises about lead attribution, commission calculation, payment, conduct, or termination, the parties should first exchange the relevant records and attempt to resolve it in good faith in writing.

If the dispute cannot be resolved, it may be brought before a court or competent forum that has jurisdiction under applicable law. This clause does not confer jurisdiction on a court that otherwise lacks it or remove a statutory remedy that cannot lawfully be excluded.

These Partner Terms set out the general rules for the independent commission-based sales program. They should be read with the approved partner application, the partner-specific written commission rate, any separate signed partner agreement, and applicable law. If a special written agreement conflicts with these general Terms, the special agreement controls for that specific issue to the extent it clearly says so.

Amendments and exceptions must be recorded in writing and accepted by the relevant parties. Softnex may update the public Partner Terms by publishing a revised version with a new update date. A material change should not retroactively alter commission already earned on a qualifying payment, except for a valid reversal, correction, or adjustment permitted under these Terms and applicable law.

By accepting these Terms as part of onboarding or continuing to participate after being notified of an update, the partner acknowledges the terms applicable to that participation, subject to the requirements for valid agreement and notice under applicable law. Softnex may retain acceptance records for compliance and dispute-resolution purposes.

For questions about applications, attribution, commission calculations, payments, or these Partner Terms, contact Softnex Technologies at contact@softnex.online. Include your name, registered lead or project reference, and a clear description of the question. Do not include passwords or one-time passcodes.

Business location: Navi Mumbai, Maharashtra, India.