Partner Program Terms

"SEQUIANT" means SEQUIANT Private Limited. "Partner" means the person or entity approved to join the Program. "Program" means the SEQUIANT Partner Program. "Client" means a customer of the Partner. "Referred Client" means a prospect registered by the Partner and accepted by SEQUIANT. "Net Fees" means amounts actually received by SEQUIANT from a Referred Client for services or software, excluding GST and other taxes, advertising spend, third-party costs, licences and amounts refunded or credited. "Rate Card" means SEQUIANT's current published or shared pricing.

These Terms form the Partner Agreement when SEQUIANT approves the Partner's application. SEQUIANT may approve or reject any application at its discretion. The Partner must be a legally registered business or a professional with authority to contract, and must provide accurate information, including tax details.

The Partner is an independent contractor. Nothing creates a partnership, joint venture, employment, franchise or agency relationship. The Partner has no authority to bind SEQUIANT or to make promises, warranties or result guarantees on SEQUIANT's behalf. The Program is non-exclusive for both parties.

The Partner may participate in one or more of: white-label, delivery, referral, reseller or technology, and strategic alliance. Terms specific to a model are in this section and in any Order Form.

4.1 White-label and delivery. The Partner purchases services at the Partner Rate (Rate Card less the tier discount) and sets its own price to its Client. The Partner remains responsible to its Client. SEQUIANT does not contact the Client unless the Partner asks in writing.

4.2 Referral. The Partner registers a prospect through the application channel. SEQUIANT contracts directly with the Referred Client and delivers the services.

4.3 Reseller and technology. Software subscriptions are governed by the product's own terms. The Partner shall not alter, reverse engineer or misrepresent the software.

4.4 Strategic alliance. Joint packages, pricing and revenue split are set out in a separate written alliance document.

Tiers are reviewed every 12 months based on Net Partner Revenue in the previous 12 months. SEQUIANT may upgrade or downgrade a Partner by written notice. Tier benefits are as published on the Partner page at the time of review.

A referral is valid only if registered in writing with the prospect's name, company, contact details and requirement.

SEQUIANT will accept or reject the registration within 5 business days.

An accepted registration is protected for 90 days. If the prospect signs within that period, it is a Referred Client.

Not eligible: leads already in SEQUIANT's pipeline or CRM, existing or former clients, and leads registered earlier by another Partner. Where two Partners register the same prospect, the earlier accepted registration prevails.

Attribution is decided by SEQUIANT's records, acting reasonably.

7.1 Services: 10% of Net Fees (12% Gold, 15% Platinum) for 12 months from the Referred Client's first payment.

7.2 Software (CRM and HRMS): 20% of Net Fees on subscription revenue, recurring for 12 months.

7.3 Commission is earned only on cash actually received by SEQUIANT. No commission is due on unpaid, disputed, refunded or credited amounts.

7.4 Reversal: If SEQUIANT refunds or credits a Referred Client, the related commission is reversed or set off against future commission.

7.5 Payment: SEQUIANT pays commission within 30 days of receiving the related client payment, through a monthly cycle, against a valid tax invoice. Minimum payout ₹5,000; smaller amounts roll over.

7.6 Taxes: Commission is exclusive of GST. SEQUIANT deducts TDS and other taxes as required by law. The Partner is responsible for its own taxes and for providing PAN and GST details.

7.7 Scope changes: Commission applies to the services in the original scope and agreed renewals within the 12-month commission period. Upsells to the same Referred Client within that period are included. Business won after the period has ended is not.

7.8 Statements and disputes: SEQUIANT provides a monthly statement. The Partner must raise a dispute within 30 days of receipt, after which the statement is final.

7.9 No commission is payable to a Partner who has breached Sections 10, 11 or 14.

7.10 International partners: Payment is made in INR or USD through banking channels, subject to applicable foreign exchange and tax rules. The Partner bears its own bank and conversion charges.

Partner Rate, payment terms and minimums are set in the Order Form. Unless otherwise agreed: 50% advance on order and balance on delivery for projects, and monthly in advance for retainers. SEQUIANT may pause work for overdue payment after 7 days' notice.

Each project has a written scope, timeline and deliverables. The Partner must provide timely inputs, access and approvals. Delays caused by the Partner or its Client extend timelines. Deliverables are accepted if not rejected in writing, with reasons, within 5 business days. Revisions are limited to those stated in the scope. Changes in scope are priced separately.

The Partner shall:

Describe SEQUIANT's services accurately and not guarantee leads, revenue, rankings or other results

Comply with applicable law, including advertising, consumer protection, data protection, telecom and messaging rules, and the policies of platforms such as Google, Meta and WhatsApp Business

Not use spam, misleading claims or unauthorised marketing channels

Not engage in bribery or improper payments, and comply with the Prevention of Corruption Act, 1988 and, where applicable, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act

Not pay or promise anything of value to any person to obtain business improperly

Each party shall keep the other's Confidential Information secret, use it only for the Program, and protect it with reasonable care. This does not cover information that is public, independently developed, or lawfully received from a third party, or disclosure required by law (with prior notice where allowed). The obligation continues for 3 years after termination, and indefinitely for trade secrets and personal data.

During the term of this Agreement, SEQUIANT shall not solicit a Partner's Client for services in the scope of that engagement, and the Partner shall not solicit SEQUIANT's employees or contractors.

SEQUIANT retains all rights in its pre-existing materials, frameworks, methods, templates, AI agents, prompts, workflows, software and tools, and any improvements to them.

On full payment, the Partner (or its Client) receives a licence or ownership of the client-specific deliverables as set out in the Order Form. Where ownership transfers, it excludes SEQUIANT's pre-existing materials, which are licensed for use with the deliverable.

The Partner may use the "SEQUIANT Partner" badge and name only as permitted by SEQUIANT's brand guidelines, and must stop on termination.

White-label work: SEQUIANT may not use the Partner's Client name or work in its portfolio without written consent.

Each party shall comply with the Digital Personal Data Protection Act, 2023 and other applicable law. Where SEQUIANT processes personal data for a Partner's Client, the parties shall sign a data processing agreement where required, and SEQUIANT shall process data only on documented instructions, apply reasonable security safeguards and notify the Partner of a breach without undue delay.

AI outputs may contain errors. The Partner and its Client are responsible for reviewing outputs before use in regulated or high-impact decisions. SEQUIANT does not use a Client's confidential data to train public AI models without written consent. Third-party AI tools are subject to their providers' terms.

SEQUIANT will perform services with reasonable skill and care. Except as stated, services are provided "as is", and SEQUIANT does not guarantee specific business results, rankings, lead volumes or revenue.

Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data or goodwill. Each party's total liability under the Program is limited to the amounts paid or payable to SEQUIANT under the relevant Order Form in the 12 months before the claim. These limits do not apply to fraud, wilful misconduct, breach of confidentiality, or any liability that cannot be limited by law.

The Partner shall indemnify SEQUIANT against third-party claims arising from the Partner's breach of these Terms, its misrepresentations to Clients, or its violation of law. SEQUIANT shall indemnify the Partner against third-party claims that SEQUIANT's own deliverables infringe intellectual property rights, other than claims arising from the Partner's or Client's materials or modifications.

Term: 12 months from approval, renewing automatically for further 12-month periods unless either party gives 30 days' written notice.

Either party may terminate at any time on 30 days' written notice.

Immediate termination for material breach not cured within 15 days of notice, insolvency, loss of required licences, or conduct that harms the other party's reputation.

On termination: the Partner stops using SEQUIANT's brand, outstanding payments become due, accepted Referred Clients continue to pay commission for the remainder of the 12-month period (unless Section 7.9 applies), and work in progress is completed or paid for pro rata.

SEQUIANT may update the Program, tiers, rates or these Terms with 30 days' notice to Partners. Changes do not affect commission on Referred Clients already accepted, or Order Forms already signed, unless the Partner agrees. Continued participation after the notice period means acceptance.

Neither party is liable for failure caused by events outside its reasonable control, including natural disaster, war, government action, network or platform outages, and pandemic. Payment obligations for work already done remain.

Notices must be in writing and sent to the email address in the application or to info@sequiant.com, with a copy to SEQUIANT's registered office.

The Partner may not assign this Agreement without SEQUIANT's written consent. SEQUIANT may assign it to an affiliate or a successor to its business.

This Agreement is governed by the laws of India.

25.1 Good-faith negotiation for 30 days after written notice of the dispute.

25.2 Arbitration: Any unresolved dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed (or appointed by the court if the parties cannot agree). The seat and venue of arbitration is Gurugram, Haryana. The language is English. The award is final and binding.

25.3 Courts: Subject to arbitration, the courts at Gurugram, Haryana have exclusive jurisdiction, including for interim relief and enforcement.

25.4 Costs: Each party bears its own costs unless the arbitrator decides otherwise.

Entire agreement; amendments in writing; severability; no waiver; counterparts and e-signatures are valid; survival of clauses that by nature continue (confidentiality, IP, liability, indemnity, governing law, payment). In a conflict, the signed Order Form prevails over these Terms.

SEQUIANT Private Limited, 02-007, 2nd Floor, Emaar The Palm Square, Sector 66, Badshahpur, Gurugram, Haryana 122101. Email: info@sequiant.com. Phone: +91-9667525760.