Krishnabhirama Marketing Operating Model for EduCampusOS: Proposal

Points for counsel (open items)

1. Contracting entity. Confirm the legal name, constitution (proprietorship, partnership, LLP or company), registered address, PAN and GSTIN of "Krishnabhirama Marketing", and its authority to appoint Associates to market the EduCampusOS platform. EduCampusOS is owned by Stavion Private Limited (confirm its registered address and CIN, and the authority of its signatory). Confirm whether a separate reseller or marketing agreement is needed between Stavion and Krishnabhirama Marketing, and who contracts with Schools and receives their payments.
2. Characterisation. The model is built on independent Associates (no salary, no control of working hours). Counsel to check that day-to-day rules do not make Associates employees or agents for labour, tax or GST purposes, and whether any state shops-and-establishments or labour code provision applies.
3. Discretion clauses (clause 5 promotion, clause 6 bonus). Confirm wording is enforceable as pure discretion, and add any good-faith or non-arbitrary decision standard a court may imply.
4. Clawback, set-off and post-termination commission (clauses 8 and 9). Choose the options and periods. Confirm enforceability.
5. Restraint of trade (clause 13). Post-termination non-competes are generally void under Section 27 of the Indian Contract Act, 1872. The draft uses a during-term restraint only; counsel to advise on non-solicitation after the term.
6. Arbitration (clause 17). Seat, number and appointment of arbitrators (a party cannot unilaterally appoint the sole arbitrator), and stamp duty payable on the final agreement in the relevant state.
7. Tax. TDS on commission, GST on the Associate's services and the invoicing mechanics under the current Income-tax and GST law. Have a tax adviser confirm.
8. Data protection. Align clause 11 with the Company's obligations under the Digital Personal Data Protection Act, 2023, particularly where students are children.
9. Earnings claims. The calculator is illustrative. Counsel to confirm the disclaimer in clause 16 is sufficient and that no marketing statement to recruits promises income.
10. Partner titles (clause 4.11). "Official EduCampusOS Partner" may suggest an official affiliation with Stavion or authority to act for it. Counsel to check whether the title could mislead Schools or create apparent authority, whether Stavion's consent to use its brand is needed, and whether the wording should change.
11. Funding of payouts (clauses 2.5 and 20). Commission is paid from Krishnabhirama Marketing's marketing share. Counsel to confirm how that share is documented with Stavion, whether the Associate's payments should depend on the Company having received that share (and if so how to say it fairly), and that the clause protects Stavion from claims by Associates.
12. Qualification conditions (clause 4.7). Confirm the usage standard is objective and measurable from the Company's records, decide whether a failed month restarts or only extends the period, and check how the three-month wait interacts with payment timing, tax deduction and the Associate's accrued rights if the relationship ends before the Qualification Date.
13. Forfeiture and termination for cause (clause 19). Forfeiting commission already earned but unpaid, and recovering amounts already paid, can be challenged as a penalty or unfair under Section 74 of the Indian Contract Act, 1872. Counsel to settle the standard of proof, the process, what is forfeited, and how far back recovery goes, so the clause is likely to hold up.
14. Electronic acceptance. If Associates accept online, confirm the click-through and record-keeping process under the Information Technology Act, 2000.

Krishnabhirama Marketing: Associate Commission Terms and Conditions

Between: [Legal name of Krishnabhirama Marketing, constitution, registered address, PAN, GSTIN] (the "Company"), and [Name, address, PAN, and GSTIN if any of the Associate] (the "Associate"). Effective date: [date].

1. Definitions

1. "Platform" means the EduCampusOS school management software and related services, owned by Stavion Private Limited [registered address, CIN] ("Stavion") and offered by or through the Company.
2. "School" means an educational institution introduced by the Associate.
3. "Paying School" means a School that (a) has signed the Company's standard subscription agreement, (b) has paid its first subscription invoice in cleared funds, and (c) has not cancelled or been refunded in full.
4. "Qualified School" means a Paying School that meets every condition in clause 4.7, and "Qualification Date" means the date it first does so.
5. "Net Revenue" means the subscription fees actually received in cleared funds from a School for the Platform, excluding GST and other taxes, and after deducting refunds, credit notes, discounts and payment-gateway or collection charges.
6. "Premium School" means a School the Company classifies as premium under clause 5, using criteria such as student strength of at least [●], a monthly subscription of at least [₹●], multiple branches, or brand standing, as the Company decides.
7. "Commission Schedule" means the rates in clause 4 and in the offer letter or schedule issued to the Associate in writing.
8. "Company Profit" means the net profit of the Company's marketing operations for the period, as determined by the Company from its books of account.

2. Nature of relationship

1. The Associate is an independent contractor. Nothing here creates employment, partnership, joint venture, agency or franchise.
2. The Associate receives no salary, wages, allowance, provident fund, ESI, gratuity, leave or other employment benefit, and claims none.
3. The Associate chooses how, when and where to work, bears their own costs, and is responsible for their own taxes, registrations and compliance.
4. The Associate has no authority to sign contracts, accept payments, give discounts, make promises about features, timelines or prices, or otherwise bind the Company, unless the Company authorises it in writing.
5. Sales management and payouts. The Company alone manages the Associate and the sales team, and alone is responsible for paying all commission and bonus under these terms, out of the Company's own marketing share of subscription revenue. Stavion has no duty to the Associate, give no assurance of payment, and are not liable for any amount under these terms. The Company's marketing share is not a fund held in trust for the Associate. See also clause 20.
6. The appointment is non-exclusive. The Company may appoint other associates and sell directly in any territory.

3. Lead registration and attribution

1. A School counts for the Associate only if the Associate registers it with the Company in the manner the Company prescribes before the Company's own first substantive contact with it, and the Company accepts the registration.
2. An accepted registration is protected for [90] days. If the School has not signed within that period, the protection lapses.
3. Existing customers, schools already in the Company's pipeline, and schools the Associate or a relative owns, manages or is employed by are not eligible.
4. If two associates claim the same School, the Company decides attribution and the decision is final.

4. Commission

1. Commission is calculated on Qualified Schools and Net Revenue only, in marginal levels. Each School is counted once, in the order in which it reaches its Qualification Date.
2. Level 1 — Sales Partner: Qualified Schools 1 to . One-time commission of month(s) of that School's monthly Net Revenue.
3. Level 2 — Growth Partner: Qualified Schools to . One-time commission of month(s) of that School's monthly Net Revenue.
4. Level 3: from Qualified School onwards, a recurring monthly commission at the Level 3 rate in the Commission Schedule ([●]% unless the Associate's offer letter says otherwise), applied to the monthly Net Revenue of [all the Associate's Qualified Schools / only Qualified Schools above the Level 2 limit], for as long as the conditions in clause 9 are met.
5. The Associate reaching a level does not re-price commission already earned in a lower tier.
6. Commission is calculated only on Net Revenue. Setup, training, hardware, SMS or other pass-through charges are excluded unless the Commission Schedule says otherwise.
7. Qualification. Commission on a School is earned, and becomes payable, only when that School is a Qualified School. A Paying School becomes a Qualified School only when all of the following are true:
   1. Onboarding: the School has signed the Company's subscription agreement and completed onboarding, meaning data set-up, staff training and go-live, as confirmed by the Company in writing or in its system records;
   2. Usage: from go-live, the School has actively used the Platform for consecutive full months, measured against the usage standard the Company sets (for example [minimum active users and modules in use]) from the Company's own records;
   3. Payment: every invoice that fell due during those months has been paid in full, in cleared funds, on or before [the due date / a grace period of ● days];
   4. No cancellation or dispute: during that period the School has not given notice of cancellation or non-renewal, asked for a refund, charged back a payment, started a material dispute, or moved to a lower plan or price;
   5. Paid subscription: the School is on a paid subscription at the Company's standard price or a discount the Company approved in writing. Free trials, free pilots, waived or deferred fees, and months not actually paid do not count towards the months;
   6. Associate in good standing: the Associate has complied with these terms, including lead registration, and no step under clause 19 is open or has been decided against the Associate; and
   7. Cooperation: the Associate has given the introduction and handover help the Company reasonably asked for during onboarding.
8. If a condition fails. If a School misses any condition in 4.7 in a month, that month does not count and the -month period [restarts / is extended by the missed month, counsel to choose]. If the School cancels or stops paying before its Qualification Date, no commission is payable on it.
9. Amount and timing. The one-time Level 1 or Level 2 commission for a Qualified School is calculated on its monthly Net Revenue for [the last month of the qualification period / the average of the qualification months] and is paid in the first payout cycle under clause 7 after the Qualification Date. Level 3 recurring commission is calculated on Net Revenue received for each month after the Qualification Date and paid in the following payout cycle.
10. Company records. The Company's system records of onboarding, usage, invoices and receipts are conclusive evidence of whether the conditions in 4.7 are met, except for manifest error.
11. Level titles. The levels are Level 1 (Sales Partner), Level 2 (Growth Partner) and Level 3 (Official EduCampusOS Partner). A level is a commercial title that sets the Associate's commission. It does not make the Associate an employee, agent, partner in the legal sense, or franchisee of the Company or Stavion, and gives no authority to bind either of them. The Associate may use a level title only as the Company's brand guidelines allow, must not describe themselves as an official partner of Stavion beyond the title granted to them, and must stop using it on termination or if the Company withdraws the level.

5. Premium Schools and promotion to Level 3

1. The Company alone decides whether a School is a Premium School.
2. If an Associate introduces a Premium School, the Company may consider the Associate for promotion from Level 2 to Level 3 before the Associate reaches the Level 3 school count. Whether to promote, when, and on what conditions is decided by Krishnabhirama Marketing in its sole and absolute discretion.
3. Introducing a Premium School does not entitle the Associate to promotion. The Company need not give reasons, and its decision is final and creates no precedent for any other Associate or School.
4. The Company may attach conditions to a promotion, such as a minimum number of Paying Schools, a minimum retention period, or a review date, and may reverse a promotion on written notice if those conditions are not met, or for breach, misrepresentation or loss of the Premium School.
5. A promotion takes effect only from the date the Company confirms it in writing, and applies prospectively.

6. Performance bonus (discretionary)

1. The Company may, but need not, award a bonus to eligible Associates, based on sales achieved and Company Profit for a period the Company sets (for example a quarter or year).
2. Eligibility may take into account, among other things, number of Paying Schools, Net Revenue, retention of Schools, collections, quality of onboarding, compliance with these terms, and the Associate being in good standing at the end of the period.
3. The existence, size, basis and timing of any bonus pool, and each Associate's share, are decided by the Company in its sole discretion. A bonus may be nil in any period, including a period in which the Associate achieved targets.
4. A bonus is not wages, salary or part of commission, does not accrue, is not guaranteed, and is not payable for any period for which the Company has not announced it in writing.
5. No bonus is payable if the Associate has given or received notice of termination, or is in breach, at the date of payment.

7. Payment

1. Commission is earned and payable only when the School is a Qualified School under clause 4.7 and the Company has received the related School payment in cleared funds.
2. The Company pays commission monthly, by the [●] day of the following month, by bank transfer, against a statement or, if the Associate is GST-registered, a valid tax invoice.
3. The Company deducts tax at source and any other deduction required by law. GST, if applicable to the Associate's services, is the Associate's responsibility and is payable in addition only against a valid tax invoice.
4. The Associate must keep bank and tax details current. The Company is not liable for delay caused by incorrect details.
5. Any dispute about a commission statement must be raised in writing within [30] days of receiving it, after which the statement is final except for fraud or manifest error.

8. Refunds, cancellations and clawback

1. If a School cancels, is refunded, charges back a payment, or fails to pay, within [12] months of becoming a Paying School, the Company may recover or set off the related one-time commission (in full, or pro rata to the unexpired period, as the Company decides [counsel to choose]).
2. Recurring commission stops for a School when that School stops paying, and is reduced by any refund or credit note.
3. The Company may set off amounts the Associate owes it against any commission or bonus payable.
4. Commission paid on a mistake of fact or calculation is repayable on demand.

9. Duration of recurring commission

1. Level 3 commission is payable for a School only while (a) the School remains a Paying School, (b) the Associate remains in good standing under these terms, and (c) the Associate continues to support the School relationship as the Company reasonably requires.
2. [OPTION A: On termination without cause, Level 3 commission on existing Paying Schools continues for ● months, then ends.] [OPTION B: On termination for any reason, Level 3 commission ends on the termination date.] [Counsel and business to choose.]
3. No commission is payable after termination for cause, including under clause 19.

10. Changes to commission terms

1. The Company may change the Commission Schedule, level limits, rates, eligibility rules and these terms by giving the Associate at least [30] days' written notice (email is sufficient).
2. A change applies only to Schools that become Paying Schools, and revenue received, after the change takes effect. Commission already earned is not reduced.
3. If the Associate does not accept a change, the Associate's only remedy is to terminate under clause 14 before the change takes effect.

11. Conduct and compliance

1. The Associate must be truthful about the Platform and must not make claims about features, results, availability, pricing or timelines beyond the Company's published material.
2. The Associate must not offer or accept any bribe, gift or inducement to or from any person to win or retain business, and must comply with all applicable law, including anti-corruption law.
3. The Associate must not collect, access, copy, store or share personal data of students, parents or staff of any School, other than business contact details of School decision-makers obtained lawfully for the purpose of introducing the Platform. The Associate must follow the Company's data-protection instructions and report any suspected data breach to the Company immediately.
4. The Associate must use the Company's name, logos and materials only as the Company permits in writing, and must not register any similar name, domain or social media handle.
5. The Associate must disclose any conflict of interest, including any interest in or role at a School they introduce.

12. Confidentiality and intellectual property

1. The Associate must keep confidential, during and after the term, all non-public information of the Company and its Schools, including pricing, product plans, customer lists, commission terms and these terms, and use it only to perform the Associate's role.
2. All intellectual property in the Platform, materials, names and marks belongs to the Company or its licensors. The Associate gets only a limited, revocable, non-transferable right to use them to market the Platform during the term.
3. This clause does not restrict disclosures the law requires, or information that is public through no fault of the Associate.

13. Non-competition and non-solicitation

1. During the term, the Associate must not sell, promote or take commission for a competing school management product without the Company's prior written consent.
2. During the term and for [12] months after, the Associate must not induce any School introduced under these terms to terminate or reduce its subscription, or solicit the Company's employees or other associates. [Counsel to advise on enforceability of the post-term element.]

14. Term and termination

1. These terms continue until terminated. Either party may terminate on [30] days' written notice.
2. The Company may terminate immediately by written notice for fraud, misrepresentation, breach of clauses 11, 12, 13 or 19, conduct that harms the Company's reputation, or any breach not cured within [7] days of notice.
3. On termination, the Associate must stop holding out as connected with the Company, and return or delete all Company materials and information.
4. Termination does not affect rights accrued before it, subject to clauses 8 and 9. Clauses 8, 9, 12, 13, 15, 16, 17, 18 and 19 survive termination.

15. Liability and indemnity

1. The Company gives no assurance about the number or quality of leads, the availability of Schools, or the Associate's earnings.
2. To the extent the law allows, the Company is not liable for loss of income, opportunity or profit, or for indirect or consequential loss, and its total liability to the Associate under or about these terms is limited to the commission paid to the Associate in the [12] months before the claim arose.
3. The Associate indemnifies the Company against loss, claims and costs arising from the Associate's unauthorised statements or acts, breach of these terms, or breach of law.
4. Nothing here limits liability that cannot be limited by law.

16. Earnings illustrations and disclaimer

1. Any calculator, table or example the Company provides (including this tool) is a simple illustration. It uses assumptions such as a single average fee per School and no refunds, and it is not an offer, promise or forecast of income.
2. The Associate's actual earnings depend on Schools actually signing and paying, and on these terms. If an illustration conflicts with these terms or a signed schedule, the terms and schedule prevail.
3. The Associate confirms they have not relied on any income statement not set out in writing in these terms.

17. Governing law and disputes

1. These terms are governed by the laws of India.
2. The parties first try to settle any dispute by good-faith discussion for [30] days.
3. Any unresolved dispute is referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement of the parties, or failing agreement within [15] days by [an arbitral institution or the court, as counsel decides]. The seat and venue are [city], and the language is English.
4. Subject to arbitration, the courts at [city] have exclusive jurisdiction, including for interim relief.

18. General

1. Entire agreement. These terms, the Commission Schedule and any written offer letter are the whole agreement and replace earlier discussions.
2. Assignment. The Company may assign these terms to a group company or successor. The Associate may not assign or subcontract without the Company's written consent.
3. Severability. If a provision is invalid, the rest continues, and the provision is read down to the extent needed.
4. No waiver. A delay or failure to enforce a right is not a waiver.
5. Notices. Notices are valid if sent by email to the address in the Associate's records, or by courier to the registered address.
6. Age and capacity. The Associate confirms they are at least 18 years old and legally able to enter into this agreement.
7. Electronic acceptance. The parties may sign, or accept by a recorded electronic act, and an electronic record is valid evidence.
8. Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations for money already due.

19. Competitor engagement, misconduct and forfeiture

A. Competitor engagement. "Competitor" means any person or business that sells or promotes school management, school ERP or substantially similar software or services [counsel to refine the definition]. While these terms are in force, the Associate must not, directly or through a relative, nominee, firm or company:

1. work for, represent, promote, refer leads to, or receive any money, commission, gift or other benefit from a Competitor;
2. hold any ownership (other than under [1]% of a listed company), directorship, partnership or management role in a Competitor;
3. share the Company's pricing, lead lists, School contacts, product information or any other confidential information with a Competitor;
4. divert, delay or steer any School or lead to a Competitor or to another product; or
5. use the Company's name, materials or relationships to benefit a Competitor.

B. Other serious misconduct. Each of the following is also a ground for action under this clause:

1. fraud or dishonesty, including fake, fictitious or inflated School sign-ups, paying a School's fee on its behalf to earn commission, or falsifying documents or records;
2. collecting or keeping money from a School or paying any money to a School official other than through the Company's official channels;
3. giving or taking a bribe or improper inducement (clause 11.2);
4. misuse, copying, sale or unauthorised access to personal data of students, parents or staff (clause 11.3), or any serious breach of confidentiality;
5. false or misleading statements to a School, unauthorised discounts or side promises, or statements that damage the Company's reputation;
6. gaming lead attribution, including hijacking another associate's lead or registering a lead the Associate did not source;
7. harassment, discrimination, threats or abusive conduct toward School staff, students, parents, the Company's staff or other associates;
8. conviction for, or an admission of, an offence involving fraud, dishonesty or moral turpitude; and
9. repeated or material breach of these terms after a written warning.

C. Process.

1. If the Company has reasonable grounds to suspect a breach of this clause, it may, by written notice, suspend the Associate's right to register new Schools and suspend all commission and bonus payments for up to [60] days while it looks into the matter.
2. The Company will give the Associate a written summary of the allegation and [7] days to respond, except where the Company reasonably believes delay would cause loss, destroy evidence, or risk student data, in which case it may act first and give the Associate the chance to respond afterwards.
3. The Company decides in good faith whether a breach has occurred, on the evidence it reasonably holds, which may include documents, messages, payment records, digital logs, statements from Schools and the Associate's own admission. A criminal conviction or court finding is not required.
4. If the Company finds that the Associate has engaged with a Competitor, or committed any other serious misconduct listed in this clause, it will notify the Associate in writing. The decision is final, subject only to clause 17.

D. Consequences. Once the Company notifies a finding under C.4, then, to the extent the law allows:

1. these terms and the Associate's appointment end immediately, without notice period;
2. all commission (including recurring Level 3 commission) and any bonus not yet paid, whether or not already earned or calculated, is forfeited, and no commission is payable on any School the Associate introduced, whenever it signs or pays;
3. any promotion under clause 5 is withdrawn;
4. the Company may recover commission and bonus it paid for the period of the breach, and set it off against any amount it owes the Associate;
5. the Company may claim damages for its loss, may seek an injunction to stop continued breach, and may tell affected Schools that the Associate no longer represents the Company; and
6. the Company may instead choose a lesser step, such as a written warning, suspension, reduced commission or removal of a promotion, depending on the seriousness of the breach. Choosing a lesser step in one case does not limit the Company's rights in another.

E. Acknowledgement. The Associate agrees that the consequences in this clause are reasonable and proportionate to the harm that competitor engagement and serious misconduct cause the Company and its Schools. Amounts forfeited under this clause stay with the Company. The Associate must promptly tell the Company in writing if a Competitor approaches the Associate or if any conflict arises. [Counsel to confirm this clause is enforceable as drafted.]

20. Operating model and funding

1. Revenue split. Of the subscription revenue (after tax) from Schools: Stavion keeps % for product, infrastructure and support, and Krishnabhirama Marketing receives a marketing share of %.
2. Go-to-market. Krishnabhirama Marketing takes care of the whole go-to-market for EduCampusOS: sales, marketing, lead generation and onboarding of Schools. It recruits, trains and manages the sales team and runs the marketing. Onboarding under clause 4.7(a) is carried out and confirmed by Krishnabhirama Marketing.
3. From its marketing share, Krishnabhirama Marketing bears all the costs of the go-to-market, which include:
   1. sales team salaries and commissions, including all commission under clause 4, any bonus under clause 6 and the marketing head's share (Associates under these terms receive commission only and no salary, clause 2.2);
   2. advertising and lead generation;
   3. marketing tools, content and branding; and
   4. demos, onboarding and school relationship management.
4. Stavion keeps the product share and has no payout or management duty towards the sales team or any Associate.
5. Promotion to Level 3 for a Premium School (clause 5) and any bonus (clause 6) are decided by Krishnabhirama Marketing.
6. This split is an arrangement between Stavion and Krishnabhirama Marketing. The Associate is not a party to it and acquires no right in it. [Counsel to confirm that the revenue split should be disclosed to Associates at all, or whether this clause should state only the roles in items 2 to 5.]

Acceptance

For the Company: ______________________ Name: ____________ Designation: ____________ Date: __________

The Associate: ______________________ Name: ____________ Date: __________