Partner Programme Agreement

This is the agreement between RepDesk and you as a sales partner. It covers how you introduce gyms to RepDesk, what you earn when one buys, when you are paid, and how either of us ends the arrangement. We have tried to write it so you can actually read it, and to describe the programme as it works today rather than as we would like it to work. Where something is not built yet, it says so.

1. Who this is between

This agreement is between REPDESK, a sole proprietorship registered in India, of C-189, Abrar Nagar, Madina Masjid Road, Kalyanpur, Sadar, Lucknow, Uttar Pradesh 226022, India (“RepDesk”, “we”, “us”), and the individual who opens a partner account (“you”, “the partner”).

You must be at least eighteen years old. You join as an individual, in your own name, on your own account.

2. Accepting this agreement

You accept this agreement before your partner account exists. We do not create the account unless you have agreed, and we record which version you accepted, when, and from what address and device. That record is kept for as long as your account exists and for as long afterwards as we need it to settle anything outstanding.

Our Privacy Policy and our Cookie Policy form part of this agreement. Our Refund and Cancellation Policy applies where a gym's purchase is refunded, because that can reverse a commission — section 10 says when.

3. What this relationship is, and what it is not

You introduce gym owners to RepDesk. When a gym you introduced buys its first paid plan, you earn a share of what it paid.

Three things this is not, stated plainly because the distinction matters:

• You are not our employee. This is not a contract of employment. You get no salary, no leave, no provident fund, no gratuity and no employee benefit of any kind, and nothing here should be read as creating any.
• You are not our agent. You cannot enter into contracts for us, make promises on our behalf, accept money for us, or hold yourself out as able to. You are an independent person doing your own work in your own way.
• This is not a franchise, distributorship or exclusive territory. You have no exclusive right to any area, any gym, or any category of customer, and we may appoint as many other partners as we like.

Nothing in this agreement creates a partnership, joint venture, employment or agency between us, whatever the word “partner” suggests in ordinary speech. It is the name of the programme, not a description of a legal relationship.

4. Who can be a partner

Personal trainers, gym managers, equipment suppliers, fitness consultants and anyone else gym owners already trust.

There is no fee to join and no target to hit. You are not required to introduce any number of gyms, and we will not remove you for introducing none.

A partner account cannot own a gym on RepDesk. The two are separate, and the product enforces it: an account that owns a gym workspace cannot enrol as a partner. If you also run a gym, use a different Google account for it.

5. Joining

1. Open the partner portal at sales.repdesk.co.in and sign in with Google.
2. Agree to this agreement.
3. Enter the UPI ID your commission should be paid to, and a mobile number. Both are required.

Your account is active at once. There is nothing to approve and no waiting period.

You can change your UPI ID at any time from the portal's Payouts page. The UPI ID on file on the day we pay is the one we pay, so keep it current. We are not responsible for money sent to a UPI ID you gave us that was wrong, out of date, or belonged to someone else.

6. Invitations

You create an invitation in the portal and send the setup link to the gym owner, usually on WhatsApp. The owner can also type the code during setup.

• Each invitation works for one gym.
• Each invitation expires seven days after you create it.
• You may create as many invitations as you need.

We keep every invitation code that is redeemed, together with the gym it was used for, so that we can later offer owners something for joining with an invitation. No such offer exists today, and we do not promise one.

7. Which gyms count as yours

A gym becomes yours when its owner sets up the gym using your invitation. That link is permanent.

• Gyms that sign up without an invitation belong to no partner. This is true even if you spoke to the owner first, introduced them by name, or they mention you. If you want the gym credited to you, send them your invitation link and make sure they use it before they finish setup.
• One gym, one partner. A gym is never moved to a different partner, and never split between two.
• We decide attribution from what the product recorded at signup. If you think a gym was attributed wrongly, tell us at hi@repdesk.co.in and we will look at the record.

8. When you earn

A signup is not a sale. A gym can sign up, set itself up and use RepDesk without choosing or paying for a plan. You earn nothing at that point.

You earn when a gym of yours buys its first paid plan, monthly or yearly.

There is no online payment in RepDesk yet. Until there is, the gym pays us directly and we record the purchase against its workspace when the payment arrives. Recording the purchase is what creates your commission. When online payments are built, purchases will be recorded through the same path and this section will not change.

9. What you earn

Commission is a percentage of the price the gym actually paid:

At today's published prices:

Ultimate is announced but cannot be bought, so no commission arises on it. Prices are published at repdesk.co.in and can change; the table above is today's.

We are not registered for GST, so no tax is added to the prices a gym pays and there is no tax component to strip out. Your commission is a percentage of the whole price the gym paid.

Three rules decide the rest:

• First purchase only. Renewals, upgrades, additional plans and every later purchase by the same gym earn nothing. One gym earns one commission, once.
• Fixed at the moment it is earned. We record the plan, the price, the rate and the amount with the sale. If we change our prices or our commission rates afterwards, a commission already earned does not move.
• We may change the rates for future sales, by giving you notice under section 16. A rate change never reaches back.

10. When a commission is reversed

A commission is not taken back because the gym later stops using RepDesk, lets its plan lapse, deletes its account or turns out to be a disappointing customer. You earned it on the purchase, and it is settled in the ordinary payout cycle.

A commission is reversed where we refund the gym's first purchase under section 3 of our Refund and Cancellation Policy because the purchase should never have been recorded — it was a duplicate payment, a payment taken in error, a purchase the gym did not make, or access we could not provide. In that case there was no sale, so there is no commission. We will tell you why.

If the reversal happens before we have paid you, we simply do not pay it. If we have already paid you, we set it against your next payout.

11. How and when you are paid

• Commission is grouped by the calendar month in which the purchase was recorded, in India Standard Time.
• Everything you earn in a month is paid in the first week of the following month — between the 1st and the 7th — to the UPI ID on your account.
• Example: a gym of yours buys on 18 November. That commission is paid between 1 and 7 December.

There is no minimum payout and no threshold you have to reach first.

We make payouts by UPI, by hand, outside RepDesk. Marking a payout as paid inside RepDesk is not built yet, so the portal shows what you have earned rather than what has been sent. If an amount you expected has not arrived by the 7th, write to hi@repdesk.co.in and we will check it.

12. Tax

You are responsible for your own taxes. Commission is your income. We do not deduct provident fund, professional tax or anything else an employer would, because we are not your employer.

• Where Indian law requires us to deduct tax at source from what we pay you, we will deduct it and pay you the balance. We will tell you the amount deducted and give you whatever certificate the law entitles you to.
• To let us do that correctly, you must give us your PAN when we ask for it. If you do not, we may have to deduct at a higher rate, or hold the payment until you do.
• If you are registered for GST, tell us, raise a proper invoice for your commission, and account for the tax yourself. We will pay a correctly raised invoice. If you are not registered, no GST arises on your commission and none is paid.

Nothing in this section is tax advice. Your own position is yours to work out, with your own adviser.

13. What you may and may not do

You may tell people you are a RepDesk partner, show them the product, send them your invitation link, and say accurate things about what RepDesk does.

You may not:

• Say things about RepDesk that are not true. Do not promise features we do not have, prices we do not charge, results we have not claimed, or a launch date for anything. If you are not sure whether something is true, ask before you say it.
• Promise anything on our behalf — a discount, a free period, a refund, a custom feature, or support we have not offered.
• Create fake signups. Signing up gyms that do not exist, that you control, or that have no intention of using RepDesk, in order to earn commission, is fraud. So is arranging for a gym to buy and be refunded.
• Send unsolicited bulk messages, email or WhatsApp to people who have not agreed to hear from you, or anything that breaks India's telecom or anti-spam rules. How you contact people is your responsibility, and the consequences of contacting them unlawfully are yours.
• Impersonate us. Do not use our name, logo or branding as though you were RepDesk, register a domain or social account that suggests you are, or bid on our brand name in paid advertising.
• Offer your own inducements in our name — cashback, rebates or a share of your commission presented as a RepDesk discount. What you do with your own money is yours, but do not dress it up as ours.

14. The gym owner information you see

Your portal shows you, for each gym attributed to you: the gym's name, the owner's name and email address, whether the gym has bought a plan, and what you earned.

That is other people's personal data, and we give it to you for one purpose only: so you can see which of your introductions became customers and what you earned. So:

• Use it only for that. Do not add these people to a mailing list, sell or share the information, or use it to market anything — ours or anyone else's — unless that person has separately agreed.
• Keep it to yourself. Do not disclose it to anyone else.
• Stop using it when this ends. When your account closes, delete any copy you have taken, except anything you must keep to settle tax.

You must also keep confidential anything non-public we tell you about RepDesk — unreleased features, prices we have not published, how the product works internally.

These obligations continue after this agreement ends.

15. Suspending or ending this

You can leave whenever you like. Tell us at hi@repdesk.co.in and we will close your partner account. You do not have to give a reason or any notice.

We can end it too, for any reason, with at least 14 days' notice by email. We may suspend or close your account immediately and without notice where we reasonably believe you have created fake signups, made false claims about RepDesk, sent unlawful messages, or otherwise broken section 13.

When it ends:

• Commission you have already earned but not yet been paid is still paid to you, in the ordinary payout cycle. We will not withhold it because you left or because we removed you — unless we removed you for fraud, fake signups or abuse under section 13, in which case we may withhold commission connected to that conduct, and will tell you which amounts and why.
• You earn nothing on purchases made after it ends. Gyms attributed to you that have not yet bought a plan will not earn you a commission if they buy later. Attribution stays in our records; commission stops.
• Your invitations stop working, and you lose access to the portal.
• Sections 12, 14, 17, 18, 19 and 21 survive.

16. Changes to this agreement, and to the rates

RepDesk changes as we build it, and the programme will change with it.

We may change this agreement or the commission rates. For a material change — a change to the rates, to how commission is earned, or to when you are paid — we will give you at least 30 days' notice by email or in the portal, and ask you to accept the new version. If you do not accept it, you can leave; a commission already earned is settled on the terms it was earned under.

17. What we do not promise

• We do not promise you any earnings. How much you make, if anything, depends on whether gyms you introduce choose to buy. Nobody at RepDesk has told you what you will earn, and no figure in this document or anywhere else is a forecast.
• We do not promise the programme will continue. We may end it entirely, with the notice in section 15.
• We do not promise the portal will always be available, or that every figure in it is instantly up to date. Purchases are recorded by hand today, so a commission can appear a little after the gym paid.
• We provide the portal as it is. We make no warranty beyond those the law gives you and does not let us exclude.

18. Limits on what we owe you

Nothing here limits liability that Indian law does not allow us to limit, including liability for fraud or for death or personal injury caused by negligence.

Subject to that:

• We are not liable for your lost profits, lost opportunities, lost earnings, or commission you expected and did not earn.
• Our total liability to you, for everything arising out of this agreement, is limited to the total commission we paid you in the twelve months before the claim arose, or ₹10,000, whichever is greater.

19. If you cause us a loss

You will cover our claims, losses and reasonable costs arising from your breach of this agreement, and in particular from messages you sent to people who had not agreed to receive them, claims you made about RepDesk that were not true, and any misuse of the gym owner information described in section 14.

We will tell you promptly about any such claim, will not settle it without talking to you, and will let you control the defence if you ask and can conduct it properly.

20. Your own data

How we handle your personal data as a partner — your name, email, mobile number, UPI ID, the gyms attributed to you and the commission you earned — is set out in our Privacy Policy, section 5.2. We process it to run the programme and to pay you, which is the performance of this agreement.

21. General

Transfer

You may not transfer this agreement to anyone. We may transfer it, with notice to you, to a company we incorporate to carry on the RepDesk business, or in connection with a sale or reorganisation of that business.

Notices

We will write to the email address on your partner account. You can write to us at hi@repdesk.co.in. Notice is treated as given on the next working day after it is sent.

Force majeure

Neither of us is liable for failure to perform caused by something genuinely outside our reasonable control. This does not excuse paying money that is owed.

Severability, waiver, entire agreement

If any part of this agreement is held unenforceable, the rest stands. If we do not enforce something immediately, we have not given it up. Together with the policies named in section 2, this is the whole agreement between us about the partner programme, and it replaces anything said beforehand — including anything in our marketing, in a conversation, or in a message.

22. Governing law and jurisdiction

This agreement is governed by the laws of India. The courts at Lucknow, Uttar Pradesh, have exclusive jurisdiction over any dispute arising out of it.

Before going to court, please raise the matter with us at hi@repdesk.co.in. Most things are resolved that way, and faster.

23. Grievance Officer

Grievance Officer: Khursheed Alam, Proprietor Email: privacy@repdesk.co.in Address: C-189, Abrar Nagar, Madina Masjid Road, Kalyanpur, Sadar, Lucknow, Uttar Pradesh 226022, India

We acknowledge every grievance on receipt and answer within 30 days. Data protection complaints may also be taken to the Data Protection Board of India.