Partner Agreement

"Ultro" means Ultro Technologies Private Limited, a company registered under the laws of India.

"Partner" means the entity that has applied for and been approved to the Ultro Partner Program.

"Products" means all Ultro ERP software, modules, and related services available for resale or implementation under this agreement.

"Customer" means any third-party entity to whom Partner markets, sells, or implements Products.

Subject to the terms of this Agreement, Ultro appoints Partner as a non-exclusive partner authorised to market, resell, and/or implement the Products in the Territory specified during registration.

Partner shall not represent that it has any exclusive rights in any territory. Ultro reserves the right to appoint other partners and to sell directly to customers in all territories.

• Maintain active partner certification status as required for the relevant partner track.
• Represent Products accurately and in accordance with Ultro's official documentation and positioning.
• Not make any warranty or representation on behalf of Ultro beyond what is stated in official product documentation.
• Promptly inform Ultro of any customer complaints or product issues.
• Comply with all applicable laws and regulations in their Territory.

Partner earns a margin on Product sales as specified in the Partner Tier Schedule in effect at the time of deal closure. Ultro reserves the right to update pricing and margin structures with 30 days' written notice.

Commissions and margins are paid in Indian Rupees (INR) or as otherwise agreed, within 30 days of confirmed deal closure and full customer payment to Ultro.

Ultro grants Partner a limited, non-exclusive, non-sublicensable, revocable licence to use Ultro's trademarks, logos, and marketing materials solely to promote the Products in accordance with Ultro's Brand Guidelines.

Partner shall not modify, reverse-engineer, decompile, or create derivative works of any Ultro software or materials.

Each party agrees to keep confidential all non-public information disclosed by the other party and to use such information solely for the purposes of this Agreement. This obligation survives termination of the Agreement for a period of three (3) years.

In no event shall Ultro's total liability to Partner under this Agreement exceed the total commissions paid to Partner in the 12 months preceding the relevant claim. Neither party shall be liable for indirect, incidental, or consequential damages.

This Agreement commences on the date of partner approval and continues for one (1) year, renewing automatically unless either party gives 30 days' written notice of non-renewal.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within 15 days.

This Agreement shall be governed by the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts of Pune, Maharashtra.