Legal
Last updated: December 23, 2025
This Partnership Agreement ("Agreement") is between:
Bizaxl and Partner are each a "Party" and together the "Parties".
The Partner should carefully read this Agreement before signing any Order Form that refers to it. By signing an Order Form, or by continuing to access, consume or avail the services of Bizaxl, the Partner agrees to this Agreement and any additional terms, policies, rules, or guidelines that may apply to specific parts of the services from time to time.
The purpose of this Agreement is to set out the conditions under which Bizaxl provides services to the Partner. The Partner is appointed as a non‑exclusive distributor with a non‑exclusive right to sub‑license, market and distribute the services, subject to this Agreement.
In this Agreement, the following terms have the meanings set out below:
Affiliate - Any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. "Control" means the power to direct the management or policies of an entity through ownership of at least 50% of the voting shares or equivalent equity interest.
Agreement - This Partnership Agreement, including all annexures, schedules and Order Terms incorporated by reference.
Applicable Laws - All laws, regulations, rules, ordinances and other requirements of any governmental authority in any jurisdiction applicable to a Party or its performance under this Agreement.
Bizaxl - Bizaxl Optimizations LLP, a limited liability partnership registered in India.
Bizaxl Partner Portal - The online portal provided by Bizaxl to Partner for management of leads, customer registration, communications and receipt of deal assistance.
Bizaxl Products - All software products, cloud services, SaaS solutions, warranties and other products or services offered by Bizaxl, including ERPNext and related services.
Bizaxl Services or Services - All Bizaxl Products and all related functionality, support, documentation and services provided by Bizaxl to the Partner and to Partner's customers.
Company Indemnified Parties - Bizaxl, its Affiliates (if any), and their respective directors, officers, employees, authorized agents and other representatives.
Confidential Information - All non‑public information regarding a Party's business, operations, financial information, investment activities, holdings and practices that are disclosed by one Party to the other Party under this Agreement.
Customer or End Customer - Any person, entity or organization that purchases, licenses or uses Bizaxl Products or Services through the Partner or directly from Bizaxl.
Data Protection Laws - All applicable laws and regulations relating to the processing, protection, privacy and security of personal data, including but not limited to the Information Technology Act, 2000, the IT Rules, 2011, and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended or replaced from time to time, and any other similar laws in the Territory.
Data Subject - Any natural person to whom personal data relates.
Effective Date - 1 July 2023, the date on which this Agreement becomes effective.
Entry Level Partner -The initial partnership level at which all Partners are onboarded as per Section 3.1(a).
Force Majeure Event - Any event beyond the reasonable control of a Party, as defined in Section 8.7.
Licensed Marks - All trademarks, service marks, logos, brand names and other designations owned or controlled by Bizaxl and licensed to the Partner for use in marketing and promotion of the Services.
Material Breach - A breach of this Agreement that materially affects the rights, obligations or benefits of a Party or the purpose and intent of this Agreement. Examples include failure to maintain professional conduct (Section 2.4(c)), misuse of Licensed Marks (Section 2.3(d)) or misuse or mishandling of customer data (Section 7.2(e)).
New Marks - Any new or replacement trademarks, service marks, logos or brand designations introduced by Bizaxl under Section 2.3(c).
Order Form or Order Terms - The written order document(s) executed by both Parties that specify Effective Date, Term, Territory, partnership level, fees, payment terms and any other transaction‑specific terms and conditions. Order Terms are incorporated into this Agreement by reference.
Partner - The entity named in the applicable Order Form who is appointed as a non‑exclusive distributor and reseller of Bizaxl Products and Services under this Agreement.
Partner Evaluation - The evaluation process conducted by Bizaxl to assess Partner's competency, compliance and readiness as outlined in Section 2.11.
Partner Manager - The dedicated Bizaxl employee assigned to the Partner as the primary point of contact for partnership support and assistance.
Partner Personnel - All employees, consultants, contractors, agents and representatives of the Partner involved in marketing, sales, technical support, implementation or delivery of Services to customers.
Partnership Fee - The annual non‑refundable fee paid by the Partner to Bizaxl for entry into the Partnership and access to benefits, as specified in Section 3.1(a) and the applicable Order Form.
Partner Portal - See "Bizaxl Partner Portal".
Personal Data - Any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws.
Prospect or Potential Customer - Any person or entity identified by Bizaxl or the Partner as a potential customer who may purchase or license Bizaxl Products or Services.
SOP - Standard Operating Procedures.
Territory - The geographic region, country or countries specified in the Order Form within which the Partner may conduct marketing, sales and distribution activities, subject to Section 3.7.
Trademark Use Policy - Bizaxl's policies, standards and specifications for the proper use of Licensed Marks, as may be provided to the Partner from time to time.
Value‑Added Services - Services provided by the Partner in addition to the resale of Bizaxl Products, such as development, implementation, customization, consulting, training or integration with other products or services.
1. APPOINTMENT AND SCOPE
1.1 Bizaxl appoints the Partner as a non‑exclusive distributor of Bizaxl Products and Bizaxl Services, including related cloud services and product warranties, in the Territory specified in the Order Form.
1.2 The Partner may sub‑license, market and distribute the Services in accordance with this Agreement and Bizaxl policies, which may be updated from time to time.
a. Bizaxl may provide the Partner with information on potential Customers. The Partner will promptly contact such Potential Customers and update their status:
(i) in the Bizaxl Partner Portal; and
(ii) by email upon request.
b. The Partner is responsible for migration of cloud Customers and clients to Bizaxl Cloud and for distribution of Bizaxl on‑premise warranty to on‑premise Customers.
a. The Partner will use commercially reasonable efforts to advertise, promote, offer and sub‑license the Services in a manner authorized by Bizaxl and that does not harm the reputation of Bizaxl, ERPNext or the Services.
b. The Partner will not advertise, promote, offer, sub‑license or provide any Services in violation of Applicable Laws or regulations.
c. The Partner will, at its own expense, obtain all registrations, licenses and permits required under Applicable Laws to perform its obligations and exercise its rights. The Partner will not engage in any conduct that would cause Bizaxl to violate any law.
a. The Partner will make reasonable efforts to conduct marketing campaigns and activities for Bizaxl Products. Bizaxl may assist the Partner with such activities.
b. Bizaxl retains all rights, title and interest in all copyrights, trademarks and other intellectual property in marketing materials related to the Services, whether provided by Bizaxl or created in whole or in part by or for the Partner.
c. Bizaxl may, upon written notice, discontinue any Licensed Marks and/or introduce new or replacement marks (New Marks). Older marks remain the intellectual property of Bizaxl, and the Partner must discontinue their use in marketing and promotional materials as directed.
d. The Partner will use Licensed Marks in accordance with Bizaxl's quality standards, specifications and Trademark Use Policy. Failure to comply is a Material Breach.
e. In using Licensed Marks, the Partner will not:
(i) change or modify the Licensed Marks or create design variations;
(ii) combine any other name, mark or logo with the Licensed Marks to form a composite mark;
(iii) use the Licensed Marks in a manner that reflects improperly upon them; or
(iv) use any mark confusingly similar to the Licensed Marks.
f. The Partner agrees to use promotional materials effectively to promote distribution and marketing of the Services.
a. The Partner will ensure that its employees responsible for marketing, sales and technical support of the Services have appropriate skills, training and background, including completion of required training programmes.
b. The Partner bears all expenses for sub‑licensing, distribution and marketing of the Services.
c. The Partner will ensure that Partner Personnel:
(i) conduct themselves professionally and support Bizaxl policies, products and reputation;
(ii) do not make misleading or false representations about the Services; and
(iii) do not use sales methods or representations that conflict with Bizaxl policies.
Bizaxl may, if it considers necessary, provide training and information to the Partner and/or Partner Personnel on use of the Services. Bizaxl does not warrant that such training or information will be sufficient to answer all customer queries or concerns. The Partner is responsible for referring to Bizaxl any customer queries it cannot address. Bizaxl may charge additional fees for training or preparation/presentation of information.
a. Compliance with Laws: Each Party will conduct its business activities under this Agreement in full compliance with Applicable Laws.
b. Business Conduct: Each Party will:
(i) conduct business with integrity;
(ii) comply with anti‑corruption, anti‑bribery, books and records, internal controls and anti‑money‑laundering laws;
(iii) ensure that none of its personnel or representatives offer or provide anything of value to public officials, political candidates or similar persons to improperly influence decisions;
(iv) refrain from making unauthorized representations or commitments on behalf of the other Party;
(v) ensure that all communications to Customers and the other Party are complete, truthful, accurate, not misleading and include required disclosures; and
(vi) refrain from retaliating against anyone who, in good faith, reports a possible violation of these commitments.
c. Privacy and Data Security:
Both Parties are independent data controllers of the Personal Data each independently processes for its own purposes. Each Party will:
Upon reasonable notice and at the Partner's expense, the Partner will permit Bizaxl's officers, employees and representatives to access Partner premises, books, records, documents, equipment and other relevant property. This access is for liaison, reporting, inspection and verification of compliance with this Agreement and to assess Partner's ongoing capacity to comply. Audits may include, without limitation:
(a) invoices and receipts;
(b) accounts for payment;
(c) security and administration practices and facilities;
(d) proof of Customer consent to Partner‑Customer agreements;
(e) records of trainings; and
(f) other relevant materials.
The Partner will make reasonable efforts to provide Bizaxl with a quarterly sales forecast and mutually agreed pre‑sales activities for business planning.
Bizaxl will grant Partner access to the Bizaxl Partner Portal according to its partnership level. The Partner must use the portal and keep all mandatory information updated from time to time.
The Partner must submit details of mutual Prospects through the Bizaxl Partner Portal. Bizaxl will provide deal assistance to Partners and Prospects only for leads registered on the portal.
a. Bizaxl will conduct a Partner Evaluation, which must be completed by the Partner within 90 days from the Effective Date.
b. Failure to complete the evaluation within 90 days may result in consequences decided by Bizaxl, including suspension or termination of this Agreement.
c. Upon completion of the evaluation, Bizaxl will issue a certificate of completion and list the Partner on the Bizaxl website.
d. Until evaluation is completed, the Partner will not be officially listed as a Partner on the Bizaxl website.
a. The Partner is onboarded as an Entry Level Partner with no Partnership Fee for the first year. Starting from renewal, the Partnership Fee of INR 10,000/- or USD 150/- plus GST and Applicable Taxes is payable annually and in advance. The Partner may be upgraded to higher partnership levels with additional benefits as per Bizaxl guidelines shared from time to time.
b. Refund: There is no refund of Partnership Fees or any pre‑paid credits or FC credits. If either the Partner or Bizaxl terminates this Agreement due to breach, Partnership Fees are non‑refundable.
a. The Partner will distribute product warranty on Bizaxl Products, including cloud Services, at prices notified by Bizaxl from time to time.
b. Bizaxl is not responsible for any development, implementation or consulting services provided by the Partner to any Customer or client.
At the end of each quarter from the Effective Date, Bizaxl will calculate the Partner's achieved target for that quarter. Bizaxl will disburse commission according to the Partner's partnership level at the time the target was achieved.
a. Partners start as Entry Level Partners and may be upgraded to higher levels with additional benefits per Bizaxl guidelines from time to time.
b. Subject to availability, partner level and business practices, Bizaxl may introduce the following benefits (these may change over time):
a. Partners may upgrade to higher levels upon achieving targets and fulfilling minimum certification requirements as per Bizaxl guidelines from time to time.
b. Initial Partnership Fees do not count toward target achievement. Minimum fulfillment amount for upgrade is calculated without taxes.
a. If the Partner fails to achieve targets as per Bizaxl criteria and guidelines, Bizaxl may downgrade the Partner to a lower level.
b. An Entry Level Partner must upgrade at least once within one (1) year. If the Partner remains at Entry Level for more than a year, renewal for the upcoming year may be impacted.
a. Territory of listing is based on country and is specified in the bizaxl partnership portal.
b. The Partner may distribute Bizaxl reselling services in the allocated Territory only.
c. Currency for India is INR and outside India is USD. Territory of reselling is determined based on the Customer's registered office location.
4.1 The Partner may provide its own Value‑Added Services to Customers, combining Bizaxl Services with other products or services, at Partner's own prices. Pricing, scope and strategy for offering services to any Customer must be discussed and agreed in advance by both Parties for that Customer.
4.2 The Partner will distribute Bizaxl Services at the listed prices provided by Bizaxl from time to time. Any additional Value‑Added Services, including development or implementation of Bizaxl Products, may be priced by the Partner at its discretion.
4.3 All Prospective Customers must be registered by the Partner in line with Section 2.10. Bizaxl reserves the right to reject or refuse permission for any sale, sub‑licensing or provision of any service to any Prospective Customer.
The Partner will indemnify, defend (at no cost to Bizaxl) and hold harmless the Company Indemnified Parties from all third‑party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys' fees and court costs) arising from or related to:
a. any actual or alleged breach of this Agreement by the Partner; and/or
b. any actual or alleged infringement or violation of a third party's intellectual property rights by the Partner.
a. any loss, suspension or interruption of Service;
b. performance of Services as instructed by the other Party or as required under this Agreement;
c. injury to property or otherwise;
d. failure of either Party's website or online service;
e. errors in or in connection with either Party's website;
f. lack of access to either Party's website or online service; or
g. breach of security resulting in loss of user data, except as required under Applicable Data Protection Laws.
Each Party may interrupt its website or online service at any time to perform maintenance, address security breaches or for any reason (or no reason) without liability to the other Party. These limitations include liability for negligence.
In no event will the cumulative damages payable by either Party under this Agreement, regardless of legal theory, exceed the total amount paid and due (accrued) by the Partner to Bizaxl in the twelve (12) months immediately preceding the date on which the first claim arose. The existence of more than one claim does not increase this limit.
The initial term is one (1) year from the Effective Date (Initial Term). Unless terminated earlier, this Agreement may be renewed for an equal term with mutual consent (Renewal Term). Initial Term and Renewal Term together form the Term.
Bizaxl may terminate this Agreement immediately, without further notice, if:
a. the Partner fails to perform any obligation under this Agreement or is otherwise in default;
b. any actual or proposed conduct of the Partner exposes or threatens to expose Bizaxl to liability or legal obligation;
c. the Partner fails to perform obligations in a fair, professional and workmanlike manner;
d. the Partner has been suspended and continues to breach the Agreement or fails to comply with its obligations;
e. the Partner misuses or mishandles Customer data (this is a Material Breach); or
f. there are discrepancies relating to the Partner's legal entity.
The Partner may terminate this Agreement by giving thirty (30) days' written notice to Bizaxl if Bizaxl notifies the Partner of an amendment to this Agreement or any annexure and the Partner does not agree to such amendment.
Either Party may terminate this Agreement by written notice to the other Party:
a. if the other Party is in Material Breach and fails to cure such breach within thirty (30) days after receiving written notice;
b. if the other Party becomes the subject of voluntary or involuntary bankruptcy, receivership or other insolvency proceedings, or makes an assignment or arrangement for the benefit of creditors;
c. if the Partner sells or assigns any rights/obligations under this Agreement without Bizaxl's prior written consent or there is a material change in control of the Partner; or
d. without cause, by giving thirty (30) days' prior written notice.
a. Upon written notice of termination, the Partner will cease all sales, marketing and distribution of the Services.
b. The Partner will immediately pay all amounts due and payable to Bizaxl. The Partner will reimburse Bizaxl for reasonable attorneys' fees and legal expenses incurred in collecting such amounts.
c. The Partner will cease use of all Bizaxl intellectual property, including Licensed Marks, New Marks and other trademarks and designs.
d. Customer accounts created before termination may elect either:
(i) termination of their account; or
(ii) continuation of their account under a direct agreement with Bizaxl and direct payment to Bizaxl.
In case of (ii), the Partner will receive no further benefits, including any revenue sharing, for such accounts.
The Parties are independent contractors. Any use of the term "Partner" is for convenience only. This Agreement does not create an employer‑employee, joint venture, agency or fiduciary relationship.
Each Party bears its own costs of performance, unless explicitly stated otherwise.
Neither Party may disclose the terms of this Agreement to any third party without the other Party's prior written approval.
Each Party will treat as Confidential Information all non‑public information provided by the other about its business and operations, including investment activities or holdings. Confidential Information will be used only to perform this Agreement and will not be disclosed to any third party without prior consent, except where disclosure is: publicly available (other than due to a breach), subsequently becomes public, or is required by law, regulation, regulator, auditor, judicial or administrative process.
All notices must be in writing and delivered personally or sent by certified, registered or express mail (postage prepaid) to the addresses below:
For Bizaxl:
Attn: Bizaxl Legal
No. 302, 1st Floor, 2nd A Main, 3rd A Cross
East of NGEF, Kasturinagar
Bengaluru 560043, Karnataka, India
Email: legal@bizaxl.com
For Partner:
As specified in the Order Form.
This Agreement and the applicable Order Terms constitute the entire agreement between the Parties on this subject and supersede all prior oral or written agreements, understandings and memoranda on this subject.
Neither Bizaxl nor the Partner is liable for delays in performing obligations due to causes beyond reasonable control, including fire, explosion, power blackout, earthquake, flood, severe storms, riots, strike, embargo, labour disputes, acts of civil or military authority, pandemic, war, terrorism (including cyber‑terrorism), acts of God, judicial action, shortages of materials or equipment, delays in vendor/supplier delivery, delays in transportation, internet carrier failures, or governmental actions or law changes (Force Majeure Event). Force Majeure Event does not include theft or loss or events caused by negligent or intentional acts or omissions of the affected Party.
Bizaxl may modify this Agreement (including annexures) from time to time. Unless stated otherwise, Bizaxl will give the Partner at least forty‑five (45) days' prior notice before changes become effective. Modifications apply prospectively only.
This Agreement is governed by the laws of India. The Parties will attempt to resolve disputes amicably. Unresolved disputes will be settled under the Arbitration and Conciliation Act, 1996 (as amended or replaced) by a sole arbitrator appointed with mutual consent. If the Parties do not appoint an arbitrator within sixty (60) days of arbitration notice, an appropriate court in Mumbai may appoint one. The arbitrator's decision is final and binding. Each Party bears its own costs, and arbitration costs are shared equally. The seat and venue of arbitration is Mumbai, India. The language is English. Courts in Mumbai, India have exclusive jurisdiction over disputes related to this Agreement.
Taxation is applied based on the Partner's location.
Unless explicitly stated otherwise, fees paid by the Partner exclude taxes (including sales, use, value‑added, service, R&D, import/export and other taxes). The Partner will pay all such taxes without withholding or deduction. If the Partner must withhold or deduct taxes from fees, it will notify Bizaxl and obtain Bizaxl approval before payment. Bizaxl may request more information, proof of deduction, or deny approval.
Unless explicitly stated otherwise, fees paid by the Partner exclude taxes. If a customer must withhold or deduct taxes from fees payable under this Agreement or any Order Form, the customer will increase the amount payable so that Bizaxl receives the full amount due.
All terms and conditions specified in the applicable Order Terms apply to the partnership under this Agreement. Order Terms are incorporated by reference and are legally binding. Order Terms may include: