Partner Agreement

Last updated 4 November 2026

This Partner Agreement ("Partner Agreement") is between Ziwake ("we", "us"), the provider of Ziwake, and you, the person or firm who applies to be a partner and is approved by us ("you", "Partner"). It applies in addition to our Terms of Service, which you also accept as a user of Ziwake. If the two conflict on the partner programme, this Partner Agreement prevails.

You accept this Partner Agreement by ticking the box when you apply, or when you are shown a new version in the partner area. We record the version you accepted, a fingerprint (hash) of its text, the time and a hash of your IP address.

1. What a partner does

• You may refer businesses to Ziwake with your referral link or code, and set up a business for a client at the client's request. The business always belongs to the client. The client decides whether you may see their books, and may withdraw that access at any time.
• Approval is at our discretion. We may refuse or pause an application without giving reasons.
• You are an independent contractor. Nothing in this Partner Agreement makes you our employee, agent, franchisee or joint venturer. You may not sign anything, accept payment or make promises on our behalf.

2. Commission

You earn a commission on the subscription invoices that a business linked to you pays us. A business is linked to you when it signs up through your referral link or when you set it up for the client. A business has only one partner.

• These are the programme rates. We may agree a different rate with you. Your own rates are shown in your partner area and apply in place of the table.
• "First year" means every paid subscription invoice of the business (plan, add-ons and AI packs) in the 12 months after its first payment. Every later paid invoice earns the renewal rate.
• Commission is calculated on the amount of the invoice before GST and after any discount or coupon. Nothing is earned on free, complimentary or unpaid invoices, or on invoices paid before the business was linked to you.
• For a field sales partner, the bills test is checked when the commission is approved. If the business did not make 30 sales bills in the 30 days after its first payment, no commission is earned on that business.

3. Refund window and quarterly payout

• A commission is "pending" when the business pays. It is held for 30 days after the payment, in case the payment is refunded or charged back.
• Commissions are approved and paid once a quarter (calendar quarters). The payout run is on or after the 10th day of the month after a quarter ends (January, April, July and October). A commission is approved in the first payout run after its refund window has ended.
• We pay by bank transfer or UPI to the account in your partner profile, with a payment reference (UTR). We do not pay in cash.
• Before we can pay, your partner profile must contain your PAN and payout details and, if you say you are registered for GST, your GSTIN. If they are missing, the payout is held until they are complete. If you are registered for GST, you will give us a valid tax invoice for the commission.
• We may deduct tax at source from commission where the law requires it, and will issue the TDS certificate for any amount deducted.

4. Refunds, voids and clawback

• If an invoice is refunded, cancelled by a credit note or charged back, the commission on it is voided if it has not yet been paid.
• If that commission has already been paid, we claw it back: a negative line is set against your next payout. A payout is never negative. If clawbacks are larger than your approved commission, the balance is carried forward to later payouts.
• We may also void a commission earned in breach of this Partner Agreement, for example through spam or a misleading claim.

5. How you must promote Ziwake

• No spam. Do not send bulk or unsolicited SMS, WhatsApp messages or e-mails. Do not call or message numbers registered on the National Customer Preference Register (DND) for promotion. Contact only people who have agreed to hear from you.
• No misleading claims. Describe only what Ziwake actually does. Do not promise tax outcomes, refunds or savings, and do not offer prices, discounts or terms that we have not published.
• Do not say or suggest that Ziwake is "official", "government-approved" or "GST department" software, or that it is a GST Suvidha Provider, unless we have told you in writing that it is.
• Disclose your commission. Whenever you recommend Ziwake, make clear that you may earn a commission if the business subscribes. The share messages in the partner area already end with this line. Keep it when you edit them. This follows the Central Consumer Protection Authority's endorsement guidelines and the ASCI Code.
• Do not use our name, logo or trade marks in ads, domain names, social media handles or app listings, or bid on them in search ads, without our written consent.

6. Chartered accountants

If you are a member of the Institute of Chartered Accountants of India, you will follow the Chartered Accountants Act, 1949, the ICAI Code of Ethics and the Council's guidelines, including the rules on advertising, solicitation of clients and the sharing or receipt of fees and commission. You are responsible for checking that taking part in this programme, and receiving commission from it, is allowed for you, and for any disclosure to your clients that those rules require.

7. Client data and confidentiality

• You see a client's business records only if the client allows it, and only what they allow. Use them only to serve that client, and keep them confidential.
• Do not copy, download, export or keep a client's data, or the personal data of their customers, suppliers or staff, except as the client asks for the work they have given you. Delete it when the work ends.
• You are responsible under the Digital Personal Data Protection Act, 2023 for any personal data you handle as the client's adviser. Tell us at once at partners@ziwake.com if you suspect unauthorised access to a client's account.
• Keep confidential anything we share with you that is not public, such as prices before they are published, plans and partner terms.

8. Your partner details

We keep your name, firm, contact details, PAN, GSTIN and payout details (PAN and payout details encrypted) to run the programme, pay you, keep tax records and meet legal duties, as described in our Privacy Policy. Keep them correct in your partner profile.

9. Ending the partnership

• Either side may end this Partner Agreement at any time by notice: you by writing to partners@ziwake.com, we by a notice in the partner area or by e-mail.
• We may pause or end your partnership at once if you breach this Partner Agreement or our Terms, or if your conduct harms clients or our reputation.
• When it ends, no new commission is earned. Commission already earned is paid in the normal payout runs, after its refund window, unless we ended the partnership for your breach. Clawback continues to apply.
• Clients stay with their businesses. Any access to their books that a client gave you continues only as long as the client allows it.

10. Changes

We may change this Partner Agreement, including the rates and payout rules, by giving you at least 30 days' notice in the partner area or by e-mail. A change applies to commission earned after it takes effect. You will be asked to accept the new version on your next visit to the partner area. If you do not accept it, you may end the partnership.

11. Liability

Our total liability to you under this Partner Agreement is limited to the commission owed to you for the last 12 months. Neither side is liable for indirect or consequential loss. Nothing limits liability that cannot be limited by law.

12. Law and disputes

This Partner Agreement is governed by the laws of India. Disputes are resolved as set out in the "Governing law and disputes" clause of our Terms of Service: by arbitration seated at Gautam Buddha Nagar (Surajpur, Greater Noida), Uttar Pradesh, subject to which the courts having jurisdiction over Gautam Buddha Nagar (Surajpur, Greater Noida), Uttar Pradesh have exclusive jurisdiction.

Questions about the programme: partners@ziwake.com. Grievances: Grievance Officer, grievance@ziwake.com.