RESELLER AGREEMENT
By registering as a Reseller Partner and accepting this Agreement online, you (“Partner”) agree to the following terms and conditions with 3techno Digital (“Company”), a company incorporated under the laws of Pakistan.
This Agreement applies to all Partners who are approved by the Company to promote and resell the Digital Invoicing Solution. No separate signature is required; acceptance is confirmed by electronic acknowledgment.
Appointment
The Company appoints the Partner as a non-exclusive reseller of its Techno Financials – Digital Invoicing Solution, and the Partner accepts such appointment under the terms and conditions of this Agreement.
Services
Covered
This Agreement applies only to the Company’s Techno Financials – Digital Invoicing Solution, whether offered via cloud or on-premises deployments, including Starter Plans and paid subscription models.
Commission Structure
The Partner shall be entitled to commissions strictly in accordance with Annexure A. Commission applies only to Customers introduced and onboarded by the Partner under duly executed Purchase Orders (“POs”) or Statements of Work (“SOWs”).
Onboarding Requirement
No Customer shall be considered onboarded until a separate signed PO/SOW is executed. Commission entitlement starts only after such documentation is executed.
Payment Terms
- Where Company collects directly: Commissions are payable to the Partner within 36 hours of receipt of cleared funds.
- Where Partner collects directly: Partner must remit the Company’s share within 36 hours of receiving cleared funds.
- Commission is payable only on realized, undisputed payments. No commission accrues on unpaid, disputed, or suspended accounts.
- Sunset Clause: Commissions apply for up to 36 months per Customer, inclusive of any free plan period.
- Partner shall be responsible for the recovery of the amount from the Client.
Free Plan Policy
Free Starter Plans are offered solely at the discretion of the Company.
The Company may amend, restrict, or discontinue free plans at any time.
Free plan offer has been expired as of October 31, 2025
Other Terms & Conditions
Changes to Terms & Conditions:
The Company reserves the right to amend commission rates, pricing, or Agreement terms at any time. Changes will not affect previously signed POs/SOWs.
Force Majeure & Regulatory Protection:
The Company shall not be liable for delays or failures due to events beyond its control, including FBR/PRAL policy changes, government actions, cyberattacks, strikes, or natural disasters.
Limitation of Liability:
Company’s total liability is limited to the actual commission earned by Partner in the preceding 3 months. Company shall not be liable for loss of profits, goodwill, or delays caused by FBR/PRAL/third-party systems.
No Exclusivity:
Partner has no exclusive rights. The Company may appoint multiple resellers.
Termination Protection:
The Company may terminate this Agreement if the Partner onboards fewer than 10 new paid customers per year, breaches payment obligations, or engages in conduct harmful to the Company’s reputation. Termination does not entitle Partner to compensation beyond accrued commissions.
Service Suspension for Non-Payment:
The Company reserves the right to suspend or discontinue services provided under the Techno Financials – Digital Invoicing Solution if the End Client fails to make timely payment for invoices issued. Such suspension shall not release the End Client or the Partner from their obligations under this Agreement, including payment of any outstanding amounts. Commissions will only be calculated and payable on amounts actually received by the Company.
Partner Responsibility for Recovery
• Partner shall be responsible for supporting and ensuring recovery of amounts due from the Clients they introduce.
• The Company shall suspend services to any Client in case of non-payment until recovery is made.
• Partner shall not be personally liable for payment; however, their commission shall only be payable upon actual receipt of cleared funds from the Client.
No Employer–Employee Relationship
Nothing in this Agreement shall be construed as creating an employer–employee, master–servant, agency, joint venture, or partnership relationship between the Company and the Partner. The Partner acts solely as an independent reseller.
• The Partner shall have no authority to bind the Company in any manner.
• The Partner shall be solely responsible for its own staff, expenses, and operations.
• No employment benefits, statutory or otherwise, shall accrue to the Partner or its staff from this Agreement.
Intellectual Property Rights
• All intellectual property rights in the Digital Invoicing Solution, including but not limited to trademarks, trade names, logos, software, documentation, designs, and related materials, shall remain the sole and exclusive property of the Company.
• The Partner is granted a limited, non-exclusive, non-transferable, revocable license to use Company’s marketing materials solely for the purpose of promoting and reselling the Digital Invoicing Solution under this Agreement.
• The Partner shall not copy, modify, reverse-engineer, or create derivative works of the Solution.
• Upon termination of this Agreement, all rights to use the Company’s intellectual property immediately cease, and Partner shall remove and discontinue use of all Company branding and materials.
• Any ideas, recommendations, feature requests, feedback, or suggestions provided by the Partner or the Partner’s End Clients relating to the Digital Invoicing Solution, its enhancements, or related services shall become the sole property of the Company.
• The Company shall have full rights, without any obligation to compensate the Partner or End Clients, to use, implement, adapt, or commercialize such feedback in any manner it deems fit.
• The Partner and End Clients waive any claim of ownership, compensation, or royalties for the use of such recommendations.
Use of Partner’s Name and Clients in Marketing
• The Partner grants the Company the right to use the Partner’s name, logo, and brand identity in the Company’s marketing materials, case studies, presentations, websites, and promotional campaigns for the purpose of demonstrating reseller partnerships.
• The Partner further agrees that the Company may reference clients introduced by the Partner in its marketing campaigns, provided such references are limited to indicating that the client uses or has adopted the Company’s Digital Invoicing Solution.
• The Company shall not disclose any confidential commercial terms, pricing, or sensitive business data of the Partner or its clients without prior written consent.
Dispute Resolution & Governing Law
This Agreement shall be governed by the laws of Pakistan. Disputes shall be resolved through negotiations.
Taxation & Compliance
Partner shall ensure 100% compliance with applicable tax laws. Partner is responsible for filing its own tax returns and compliance obligations.
Entire Agreement
This Agreement, together with executed POs/SOWs and Annexure A, constitutes the entire understanding between the Parties. No verbal promises, emails, or informal discussions shall have binding effect.
ANNEXURE A – COMMISSION STRUCTURE & PAYOUT TERMS
Commission Rates
*Terms & conditions applied.Monthly Revenue (PKR)
-
Up to 500,000
-
500,001 – 1,000,000
-
1,000,001 – 2,000,000
-
2,000,001 – 3,000,000
-
Above 3,000,000
Commission Rate
-
15%
-
20%
-
25%
-
27.5%
-
30%
Monthly Revenue (PKR)
-
Up to 500,000
-
500,001 – 1,000,000
-
1,000,001 – 2,000,000
-
2,000,001 – 3,000,000
-
Above 3,000,000
Commission Rate
-
15%
-
20%
-
25%
-
27.5%
-
30%
Restrictions on Free Plans
• The Free Plan offer expired on October 31, 2025.
Taxation & Compliance
• All commissions subject to applicable Pakistani taxes.
• Company deducts/withholds at source as required.
• Partner responsible for filing its own returns and compliance.
Annual/Upfront Subscription Clients
• Commissions calculated on the total upfront invoice value.
• Paid in the month of receipt (subject to receipt before 28th of each month).
Commission Duration (Sunset Clause)
• Commission applies for 36 months maximum per Customer, starting from first invoice, including the Free Trial period i.e. the date of Go live of client.
• After 36 months, commissions for the said client will end, regardless of client continuity.
Commission Payout Frequency
• Commissions are calculated monthly on realized revenue.
• Paid within 36 hours of cleared funds (if Company collects) or within 36 hours of remittance (if Partner collects).
• Where if the Partner charges the client while availing free plan from the company, no commission shall be given to the Company.