Partner Agreement

This Partner Agreement ("Agreement") is made and entered into by and between Maxwin eCommerce Private Limited ("MaxwinPe"), a company incorporated under the laws of India, having its registered office at DOOR NO.15/221-A, First Floor Golden Plaza, Enamavu Road, Chavakkad, Thrissur, Kerala, India - 680506, and [Partner Shop Name] ("Partner"), having its place of business at [Shop Address]. This Agreement is effective as of the date signed by both parties ("Effective Date").

1. Scope of the Agreement

MaxwinPe partners with retail businesses, such as supermarkets, to offer exclusive discounts to customers who use the MaxwinPe app to make payments. MaxwinPe will generate a unique 6-digit code ("Unique QR Code") for the Partner, which customers will use to identify the Partner shop on the MaxwinPe platform.

2. Discount and Payment Terms

The Partner agrees to offer a discount rate ranging between 1-90% of the bill total, as negotiated and specified in the onboarding agreement. Customers using the MaxwinPe app at the Partner shop will scan the QR code, enter the bill amount, and receive an instant discount based on the agreed percentage. MaxwinPe will settle the total payments collected for the Partner by the end of each business day, minus applicable fees (as specified in Exhibit A).

3. MaxwinPe’s Commitments to the Partner

• Promotion: MaxwinPe will actively promote Partner shops on its app, website, social media platforms, and other advertising channels, aiming to increase Partner visibility.
• Technical Support: MaxwinPe will provide necessary support related to QR code setup, app usage, and troubleshooting for the Partner.
• Daily Settlements: MaxwinPe will ensure timely daily settlements of payments made through the MaxwinPe app.

4. Partner’s Responsibilities

• Discount Fulfillment: The Partner shall honor the discount percentage as agreed in this Agreement and ensure consistent application to all eligible transactions.
• QR Code Integrity: The Partner will display the Unique QR Code in a visible location at its business premises and will not alter, modify, or misuse the code.
• Compliance with MaxwinPe Terms: The Partner agrees to comply with all terms and conditions stated on MaxwinPe’s website and to periodically review updates.

5. Termination

• Voluntary Termination: Either party may terminate this Agreement at any time by providing written notice 30 days in advance.
• Termination for Cause: MaxwinPe may terminate this Agreement immediately if the Partner breaches any terms, including but not limited to improper use of QR codes, failure to honor the agreed discount, or conduct that could harm MaxwinPe’s reputation.
• Upon termination, the Partner must discontinue the use of MaxwinPe’s Unique QR Code and all other assets provided by MaxwinPe.

6. Intellectual Property

All trademarks, logos, and content provided by MaxwinPe for promotional or operational use remain the intellectual property of MaxwinPe. The Partner has limited rights to use these solely for purposes associated with this Agreement.

7. Confidentiality

Each party agrees to treat as confidential all information disclosed by the other party, including customer data, business insights, and operational processes, and shall not disclose such information to any third party without prior consent.

8. Liability and Indemnification

MaxwinPe shall not be liable for any indirect, incidental, or consequential damages arising from this partnership. The Partner agrees to indemnify and hold harmless MaxwinPe from any losses, damages, liabilities, or claims arising from the Partner’s business operations, misuse of MaxwinPe’s resources, or breach of Agreement terms.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India, with jurisdiction exclusively in Thrissur, Kerala. Any disputes arising out of or in connection with this Agreement shall be resolved amicably. If resolution is not possible, the dispute shall be settled by binding arbitration in Thrissur, Kerala.

10. General Provisions

• Amendments: MaxwinPe reserves the right to amend the terms and conditions on its website. The Partner is responsible for reviewing updates periodically.
• No Exclusivity: This Agreement does not grant exclusivity, and MaxwinPe may partner with other businesses within the same industry.
• Entire Agreement: This Agreement constitutes the entire understanding between MaxwinPe and the Partner regarding the subject matter hereof and supersedes all prior negotiations, understandings, or agreements.

Exhibit A

Applicable Fees (if any)