Last updated on 16th July 2026
Welcome to Fynd Partner!
The website ("Website") including related mobile site, if any (collectively the "Platform") is owned and operated by Shopsense Retail Technologies Limited ("we", "us", "our", “Fynd” or "Company"), a company incorporated under the Companies Act, 1956 (CIN: U52100MH2012PLC236314).
These Terms of Service ("Terms") constitute a legally binding agreement between the Company and any natural or legal person (including legal heirs, administrators, or successors) who accesses, uses, or offers services using the Platform (referred to as "Partner", "you", or "your").
By using, accessing or registering on the Platform, you agree to be bound by these Terms, together with all applicable policies published on the Platform from time to time (collectively the "Platform Policies"), along with any Schedule(s), Addendum(s), Annexure(s), Statement(s) of Work (‘SOW’), Standard Operating Process(es) (‘SOP’), Appendice(s) or any other written document executed and amended from time to time, which shall collectively constitute your binding agreement with the Company (the "Agreement").
By accepting this Agreement, you represent and warrant that: (i) you are 18 years of age or above with legal capacity to enter and comply with this Agreement; (ii) if using the Platform on behalf of a company or organisation, you have authority to bind such entity; and (iii) the Company and Partner are each individually referred to as a "Party" and collectively as "Parties".
This document is an electronic record in accordance with the Information Technology Act, 2000 and the rules made thereunder, as amended from time to time. It is generated by a computer system and does not require any physical or digital signatures and is published in compliance with Rule 3(1) of the Information Technology (Intermediary Guidelines) Rules, 2011.
1.1 The Company owns and operates an omnichannel e-commerce and technology platform ("Fynd Platform") that enables brands, clients, retailers, and merchants (each a "Seller") to build, launch, manage, and operate online as well as in-store commerce operations. Fynd's offerings include, without limitation, any and all solutions, services, products, platforms, applications, tools, technologies, hardware, software, systems, integrations, and related deliverables (collectively, the "Solutions"), as may be developed, provided, licensed, or made available by Fynd from time to time.
1.2 Partners may, subject to the applicable Partner category and the terms of this Agreement, offer Partner Services to the Sellers and/or to the Company.
2.1 Partner Categories
These Terms apply to all categories of partners, including:
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Referral Partner;
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Agency / Service Partner;
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Technology / Integration Partner;
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Affiliate Partner; and
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Any other partnership arrangement agreed in writing
2.2 Partner Type & Engagement Model
The Partner's engagement model may include one or more of the following:
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Referral Partner: Generates and refers Qualified Sales Leads to Fynd, supports the initial sales process, and may facilitate closure. Earns a referral commission on Revenue Earned from Converted Leads. Fynd owns the customer relationship and bills the Converted Lead directly.
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Agency / Service Partner: Provides end-to-end services encompassing lead generation, full sales cycle support, implementation, customisation, training, first-line customer support, and ongoing managed services. Fynd retains the billing relationship with the Converted Lead. The Partner earns a commission and may additionally charge the Converted Lead separately for Partner Service Fees.
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Technology / Integration Partner: Builds integrations, extensions, applications, or complementary tools on or with Fynd's platform, may earn commission share on the revenue earned through the integration.
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Affiliate Partner: Promotes Fynd's Solutions through content, tracked links, and digital marketing, earning commission on conversions attributed through the affiliate tracking system.
2.3 Billing Relationship
Fynd shall at all times retain the direct billing relationship with every Converted Lead. All subscription fees, transaction fees, and usage charges for the Solutions shall be invoiced by Fynd directly to the Converted Lead. No Partner, regardless of Partner Type, is authorised to invoice, collect, or receive payment from a Converted Lead on behalf of Fynd. The Partner's compensation shall be exclusively through Commission paid by Fynd.
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"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party (50%+ voting interest).
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"Converted Lead" means a Qualified Sales Lead that has opted for, subscribed to, or availed any Solutions pursuant to a referral or introduction by the Partner.
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"Commission" means the fee payable by Fynd to the Partner, depending on the category of Partner.
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"Customer Data" means all data, information, and content provided by or on behalf of Converted Leads or their end-users in connection with the Solutions.
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"Monthly Reconciliation Report (MRR)" means the report prepared by the Parties recording Qualified Sales Leads, Converted Leads, Revenue Earned, and Commissions due.
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"Partner Directory" means Fynd's publicly accessible directory listing approved Partners, capabilities, specialisations, and tier status (if any).
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"Partner Portal" means Fynd's digital platform providing Partners with access to lead management, commission tracking, marketing resources, training materials, and reporting tools.
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"Partner Service Fees" means fees charged by the Partner directly to a Converted Lead for the Partner's own services (implementation, customisation, training, managed services), separate from Solutions fees billed by Fynd.
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"Qualified Sales Lead" means any prospective entity referred by the Partner through the Partner Portal that satisfies all of the following: (i) it is a legitimate business with a verifiable name and primary contact details; (ii) it has a named decision-maker authorised to evaluate Fynd's Solutions; (iii) it has a documented business need aligned with one or more Solutions; and (iv) it has provided express consent to be contacted by Fynd and, where applicable, the Partner.
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"Revenue Earned" means net realised income generated, received and retained by Fynd from a Converted Lead, excluding implementation costs, operational expenses, applicable taxes (including GST), refunds, reversals, chargebacks, credit notes, and discounts. No other deductions shall be applied for the purpose of computing Revenue Earned, unless specifically agreed between the Parties.
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"Solutions" means the products and services offered by Fynd as described in Clause 1.1 and as may be updated from time to time.
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"SOW / Statement of Work" means a document executed by both Parties specifying the scope, deliverables, timelines, and commercial terms for a specific engagement.
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Registration is a one-time process, currently provided free of charge. You may be required to provide your name, contact details, a valid email address, and other information as requested.
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An Account may be created via (i) Direct Sign-up on the Platform, or (ii) Third-Party Login (e.g., Google). Company shall not be responsible for unauthorised access arising from third-party login.
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The Company reserves the right to accept, reject, suspend (in case of Partner’s material breach of this Agreement), or deactivate any Account in accordance with these Terms.
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You agree not to reproduce, duplicate, resell, or exploit any portion of the Platform without the Company's express written permission.
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You shall not bypass technical limitations, decompile, disassemble, reverse-engineer, or access the Platform using automated means (robots, spiders, scrapers) without authorisation.
5.1 General Obligations
The Partner shall:
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Perform all activities in accordance with this Agreement, the applicable SOW, Fynd's partner code of conduct, and all applicable laws.
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Use the Partner Portal for registering leads, tracking deals, accessing marketing materials, and submitting Commission claims.
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Complete all mandatory training and certification programs within ninety (90) days of onboarding, and maintain valid certifications throughout the Term.
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Ensure that all Qualified Sales Leads are genuine, have a demonstrated business need, and have consented to being contacted by Fynd.
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Not make any representations, warranties, guarantees, or commitments on behalf of Fynd unless expressly authorised in writing.
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Not engage in misleading, deceptive, or unethical practices that may harm Fynd's reputation or business interests.
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Maintain adequate technical competence, staffing, and infrastructure to perform its obligations.
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Promptly notify Fynd of any material changes to its business, ownership, legal status, or financial condition.
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Comply with all applicable laws, including consumer protection, data protection, taxation, trade, intellectual property, and export controls.
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Provide Fynd with information and cooperation as reasonably requested, including participation in business reviews and reporting.
5.2 Prohibited Activities
The Partner shall not:
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Use the Platform or Company's brand name for any unlawful, fraudulent, or unauthorised purpose.
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Engage in activities that harm, disrupt, or impair the Platform or Company's business, reputation, or goodwill.
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Manipulate pricing, engage in unfair trade practices, or misrepresent offerings.
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Upload malware, bypass security measures, probe vulnerabilities, or interfere with platform operations.
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Sub-contract or outsource the processing of data without prior written consent of the Company / Seller and imposition of equivalent obligations on the sub-processor.
5.3 API / SDK Integration Obligations
Where integration via APIs/SDKs is undertaken, each Party shall inform the other of any updates or modifications, confirm there are no copyright claims on open-source code used, not use APIs/SDKs beyond those explicitly specified in writing, and ensure data generated is not transferred to any third party without prior written consent.
5.4 Extensions, Themes & Applications
Where Partner Services include extensions, themes, applications, or interfaces for Sellers, the Partner shall ensure these are secure through all phases (design, development, testing, deployment, and operation), are free from known technical vulnerabilities, and that any newly discovered critical vulnerability is immediately reported to the Company, and any other vulnerability is reported within 24 (twenty-four) working hours of first discovery.
5.5 Additional Obligations for Agency / Service Partners
In addition to the obligations above, Agency/Service Partners shall:
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Complete both product certification and service delivery certification (if any) before commencing services to any Converted Lead.
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Provide first-line support to Converted Leads in accordance with the Support Responsibility Matrix in Clause 8.
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Ensure all Partner Service Fees charged to Converted Leads are transparent, fair, and communicated in writing before commencement of services.
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Escalate technical issues beyond the Partner's capability to Fynd's partner support team promptly.
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Not bundle, condition, or tie purchase of Partner services to Fynd Solutions in a coercive or misrepresentative manner.
Fynd shall:
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Provide the Partner with access to the Partner Portal, including lead management, commission tracking, marketing resources, and training materials.
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Provide sandbox and development environments for applicable Solutions.
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Provide training content and certification programs for all Solutions.
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Pay all undisputed Commissions due in accordance with the terms of this Agreement and the applicable SOW.
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Provide required and timely partner support.
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Notify the Partner of material changes to the Solutions, pricing, or terms with reasonable advance notice.
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Maintain the Solutions in a commercially reasonable operating condition.
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Cooperate with the Partner on joint marketing and co-branding activities.
7.1 Support Responsibility Matrix
For Converted Leads serviced by an Agency/Service Partner, support responsibilities are divided as follows:
| Support Area | Partner Responsibility | Fynd Responsibility |
|---|---|---|
| Converted Lead Queries & How-To | First-line: Answer questions on product usage, configuration, workflows, and best practices | Provide up-to-date documentation, knowledge base, and training materials to the Partner |
| Implementation & Setup | Full ownership: Onboarding, configuration, data migration, customisation, go-live support | Provide implementation guides, sandbox environments, API documentation to the Partner |
| Basic Troubleshooting | First-line: Diagnose and resolve configuration issues, user errors, and common problems | Provide troubleshooting guides and access to the Partner support channel |
| Platform Bugs & Defects | Identify, document, and escalate to Fynd with reproduction steps | Triage, fix, and deploy patches; communicate resolution timeline |
| Infrastructure & Uptime | Monitor and report outages or performance issues to Fynd | Platform availability, performance, security, backups, disaster recovery |
| Security & Compliance | Comply with data handling and security requirements; report suspected breaches immediately | Platform security, vulnerability management, compliance certifications |
| Product Updates & Upgrades | Communicate product updates to Converted Leads; assist with upgrade adoption | Develop, test, and release updates; provide release notes with advance notice |
| Training & Enablement | Deliver training; create Lead-specific documentation and guides | Provide partner training content, certification programs, and product deep-dives |
7.2 Escalation Path
(a) Level 1 – Partner: Converted Lead contacts Partner for all queries, how-to, configuration, and basic troubleshooting. Partner resolves or escalates within the applicable SLA.
(b) Level 2 – Fynd Partner Support: Partner escalates unresolved technical issues to Fynd's dedicated Partner Support team via the Partner Portal. Fynd responds within the applicable SLA.
(c) Level 3 – Fynd Engineering: Fynd Partner Support escalates confirmed platform bugs, defects, or infrastructure issues to Fynd's engineering team for resolution.
The Partner shall not direct Converted Leads to contact Fynd's general customer support. All Lead-facing support shall be routed through the Partner as the first point of contact.
8. COMMISSION STRUCTURE AND COMMERCIALS
8.1 Standard Commission Rates
Fynd bills the Converted Lead directly for all Solution fees. Unless otherwise agreed in writing between the Parties, the Partner earns Commission from Fynd based on the applicable Partner Type and scope of engagement, as provided below or may be determined and updated by Fynd from time to time upon prior notice to the Partner.
Engagement with Referral Partner and Affiliate Partner:
| Solutions/Services | Referral Partner | Affiliate Partner | Duration | Billing Frequency |
|---|---|---|---|---|
| Storefront | 15% | 10% | 12 months | 60 days |
| Commerce B2B | 10% | 5% | 12 months | 60 days |
| Quick | 10% | 5% | 12 months | 60 days |
| OMS | 10% | 5% | 12 months | 60 days |
| Store OS | 10% | 5% | 12 months | 60 days |
| WMS | 10% | 5% | 12 months | 60 days |
| TMS | 10% | 5% | 12 months | 60 days |
| AI PIM | 10% | 5% | 12 months | 60 days |
| Headless Commerce APIs | 10% | 5% | 12 months | 60 days |
| Pixelbin | 10% | 5% | 12 months | 60 days |
| Boltic | 20% | 10% | 12 months | 60 days |
| Kaily | 10% | 5% | 12 months | 60 days |
| GlamAR | 10% | 5% | 12 months | 60 days |
| Ratl | 10% | 5% | 12 months | 60 days |
| Konnect | 10% | 5% | 12 months | 60 days |
| Create Snap | 7% | 5% | 12 months | 60 days |
| Create Design | 7% | 5% | 12 months | 60 days |
| Create Sourcing | 2% | 1% | 12 months | 60 days |
| Marketplace Model / Mall Commerce | 15% | 10% | 12 months | 60 days |
| AI Studio | 10% | 5% | 12 months | 60 days |
| Logistic | ₹2 per shipment | ₹1 per shipment | 12 months | 60 days |
| Engage | 10% | 5% | 12 months | 60 days |
Engagement with Agency / Service Partner:
| Solutions/Services | 1st year | 2nd year | 3rd Year | Duration | Billing Frequency |
|---|---|---|---|---|---|
| Storefront | 30% | 25% | 20% | 36 months | 60 days |
| Commerce B2B | 20% | 20% | 20% | 36 months | 60 days |
| Quick | 20% | 20% | 20% | 36 months | 60 days |
| OMS | 20% | 20% | 20% | 36 months | 60 days |
| Store OS | 20% | 20% | 20% | 36 months | 60 days |
| WMS | 20% | 20% | 20% | 36 months | 60 days |
| TMS | 20% | 20% | 20% | 36 months | 60 days |
| AI PIM | 20% | 20% | 20% | 36 months | 60 days |
| Headless Commerce APIs | 20% | 20% | 20% | 36 months | 60 days |
| Pixelbin | 20% | 20% | 20% | 36 months | 60 days |
| Boltic | 30% | 25% | 20% | 36 months | 60 days |
| Kaily | 20% | 20% | 20% | 36 months | 60 days |
| GlamAR | 20% | 20% | 20% | 36 months | 60 days |
| Ratl | 20% | 20% | 20% | 36 months | 60 days |
| Konnect | 20% | 20% | 20% | 36 months | 60 days |
| Create Snap | 10% | 5% | 5% | 36 months | 60 days |
| Create Design | 10% | 5% | 5% | 36 months | 60 days |
| Create Sourcing | 2% | 2% | 2% | 36 months | 60 days |
| Marketplace Model / Mall Commerce | 25% | 20% | 20% | 36 months | 60 days |
| AI Studio | 20% | 20% | 20% | 36 months | 60 days |
| Logistic | ₹3 per shipment | ₹2 per shipment | ₹1 per shipment | 36 months | 60 days |
| Engage | 20% | 20% | 20% | 36 months | 60 days |
8.2 Commission Calculation
Commission is calculated on Revenue Earned by Fynd. Commission shall accrue only upon Fynd’s actual receipt of payment from the Converted Lead. No Commission shall be payable on amounts that are subsequently refunded, reversed, written off, or not realised by Fynd for any reason.
8.3 Partner Service Fees
In addition to Commission received from Fynd, the Partner (particularly Agency/Service Partners) may charge Converted Leads directly for: (a) implementation and onboarding; (b) platform customisation and configuration; (c) data migration and integration; (d) training; (e) ongoing managed services, account management, and consulting; and (f) any other professional services agreed between the Partner and the Converted Lead.
Fynd shall have no right, title, or claim to any Partner Service Fees. The Partner shall set its own pricing, invoice the Converted Lead directly, and ensure Partner Service Fees are disclosed in writing before commencement of services. The Partner shall not represent Partner Service Fees as fees charged by or on behalf of Fynd.
8.4 Commission Cessation
Commission payments shall cease upon the earliest of: (a) expiry of the Commission Duration set out in the applicable SOW; (b) termination, non-renewal, or expiry of this Agreement or the applicable SOW, for any reason whatsoever; (c) termination, suspension, expiry, or material modification of the agreement or commercial relationship between Fynd and the Converted Lead; or (d) any breach by the Partner, including but not limited to a material breach, that remains uncured in accordance with this Agreement.
Further, Fynd reserves the right to withhold, offset, or adjust any Commission against any amounts owed by the Partner or in case of suspected fraud, dispute, or breach
9.1 Reconciliation
Unless otherwise agreed, the Parties shall maintain a record of all Qualified Sales Leads, Converted Leads, and Revenue Earned. Parties shall share the MRR within ten (10) Business Days of the end of each calendar month. Discrepancies, if any, shall be raised within seven (7) days of receiving the MRR, failing which the MRR shall be deemed final and binding.
9.2 Invoicing
The Partner shall raise a monthly invoice based on the approved MRR, in a format acceptable to Fynd and compliant with applicable GST regulations. Each invoice shall contain the Partner's GSTIN, SAC/HSN codes, and all particulars required under applicable laws.
9.3 Payment Timeline
Fynd shall process payment within sixty (60) days from the date of receipt of a valid, undisputed invoice, via electronic bank transfer (NEFT/RTGS/IMPS) to the bank account designated by the Partner.
9.4 Taxes and GST
- Indian Partners: Each Party shall be responsible for its taxes under Indian law. The Partner shall maintain valid GST registration (where required), share details with the Company, and ensure compliance. The Company shall remit applicable GST within statutory timelines. Any denial of input tax credit due to Partner’s incorrect submissions must be notified within prescribed timelines, failing which the Company shall have no liability.
- Foreign Partners: Each Party shall be responsible for its applicable taxes. Where services are provided by a Foreign Partner, taxes in India may apply under reverse charge, and the Company shall ensure compliance. The Foreign Partner shall provide requisite documents (including TRC, Form 10F/41F, No PE declaration and such other documents as required) for determination of withholding tax under the Income-tax Act, 1961 read with the applicable DTAA.
9.5 TDS
Fynd shall deduct Tax Deducted at Source (TDS) at applicable rates under the Income-tax Act, 1961, unless the Partner provides a valid lower/nil deduction certificate. Where applicable, the Partner shall deduct TDS on payments to the Company and furnish the corresponding TDS certificate within 45 (forty-five) days from the end of each quarter.
9.6 Forex and Foreign Exchange
Any foreign exchange transaction fees incurred in relation to payments under this Agreement shall be borne solely by the Partner. Invoices raised by the Company must be paid in full without deduction of Forex fees.
9.7 Export Transactions
Services received by the Company from partners located outside India shall be treated as import of services and may be subject to tax under the reverse charge mechanism, in accordance with applicable law.
10.1 Deal Registration
The Partner shall register all Qualified Sales Leads through the Partner Portal. Lead registration creates a time-limited claim on the lead. Leads not registered through the Portal shall not be eligible for Commission.
10.2 Lead Acceptance
Fynd shall review and accept or reject registered leads within 5 (five) Business Days. Rejection shall be communicated with reasons. Accepted leads shall be assigned a unique tracking identifier.
10.3 Lead Protection Period
Upon acceptance, the Partner shall have a lead protection period of 90 (ninety) days during which Fynd shall not assign the same lead to another Partner. If the lead does not convert within the protection period, Fynd may reassign it at its discretion.
10.4 Conflict Resolution
In the event that multiple Partners register the same lead, attribution shall be to the Partner who registered it first through the Portal. Fynd's determination shall be final and binding, subject to dispute rights. Where Fynd's direct sales team is also engaging with a prospect, priority shall be determined by the date of first documented engagement. All leads, prospects, and Converted Leads shall remain the exclusive property of Fynd.
This Agreement shall commence on the earlier of: (i) the date of completion of account registration on the Platform; or (ii) the effective date of any Order Form, SOW, or any other written or electronic document executed or accepted between the Parties. This Agreement shall continue for an initial term of three (3) years and shall automatically renew for successive one (1) year periods, unless terminated by either Party as per Clause 12 below
12.1 Termination for Convenience
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Fynd shall be entitled to terminate this Agreement at any time, with or without cause, by providing 30 (thirty) days' prior written notice to the Partner. The Partner shall be entitled to terminate this Agreement at any time, with or without cause, by providing 6(six) months prior written notice to Fynd.
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In case Fynd has paid, or is liable to pay, any commission, retainer fee, committed fees, minimum commitment, implementation charges, or other commercial consideration for a specified period, such period shall constitute a firm lock-in period for the Partner(“Lock-In Period”).
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In addition, where the Partner’s services are integrated with, connected to, or materially relied upon by Fynd’s systems, platforms, customers, operations, data flows, fulfilment, commerce, logistics, payment, security, analytics, reporting, or other business-critical processes, such Services shall be deemed “Critical Services” or where the Partner is a “Key Partner” (as defined below). For such Critical Services and Key Partner, the applicable term of the relevant SOW shall also be deemed to constitute the Lock-In Period, irrespective of whether the fees are prepaid, committed, recurring, usage-based, milestone-based, or payable periodically.
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The Partner shall not terminate, suspend, discontinue, degrade, or materially alter the Partner’s services during Lock-In Period, except where Fynd has committed a material breach and has failed to cure such breach within reasonable time period. After expiry of the Lock-In Period, the Partner may terminate for convenience only by giving Fynd, twenty-four (24) months’ prior written notice.
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For the purposes of this Agreement, a "Key Partner" means a Partner: (a) whose engagement is designated as such in the applicable SOW; or (b) who has active Converted Leads whose transition would materially disrupt Fynd's or such Converted Lead's business continuity; or (c) whose discontinuance would result in a material gap in Fynd's channel, technology, or service delivery capacity, as reasonably determined by Fynd.
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During such notice period, the Partner shall continue to provide the Partner’s services without interruption, degradation, restriction, price increase, or adverse change. Any termination, suspension, discontinuation, or degradation of Partner’s services by the Partner contrary to this clause shall be deemed a material breach and an event of default.
12.2 Termination for Cause
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The Partner may terminate this Agreement for cause only if:
- Fynd commits a material breach of its payment obligations under the Agreement;
- such breach is not disputed in good faith by Fynd;
- the Partner has provided Fynd with written notice specifying the breach in reasonable detail; and
- Fynd has failed to cure such breach within ninety (90) days from receipt of such notice.
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The Partner shall not be entitled to terminate this Agreement for cause for any breach that is capable of cure unless the above cure period has expired without remedy. The Partner shall not suspend, restrict, or degrade the Services during the cure period, except to the extent required by applicable law or expressly permitted under this Agreement.
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Fynd may terminate this Agreement or any Order Form/SOW immediately upon written notice if the Partner breaches this Agreement, fails to meet service levels or security obligations, suspends or degrades the Partner’s services, breaches confidentiality, data protection, compliance or intellectual property obligations, becomes insolvent, or otherwise causes material operational, security, regulatory, reputational, or business continuity risk to Fynd.
12.3 Consequences of Termination
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If this Agreement or any Order Form/SOW is terminated due to the Partner’s breach, default, wrongful termination, suspension, discontinuation, or degradation of Partner’s services (“Partner’s Wrongful Termination”), then without prejudice to Fynd’s other rights and remedies, the Partner shall:
- refund all prepaid, unused, unearned, or advance amounts for the remaining term;
- continue providing transition and migration assistance for at least twelve (12) months, or such longer period as reasonably required by Fynd;
- provide complete data export, access, documentation, technical support, and cooperation for migration; and
- reimburse Fynd for reasonable transition, replacement, re-integration, and business continuity costs.
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The Partner acknowledges that the Partner’s services may be critical to Fynd’s technology ecosystem and that Partner’s Wrongful Termination may cause losses that are difficult to quantify, in which case, subject to any other legal remedies that Fynd may have, the Partner shall pay Fynd liquidated damages, equal to:
- the fees paid or payable for the remaining unexpired term; plus
- twelve (12) months’ fees under the affected Order Form/SOW; plus
- reasonable migration, transition, replacement, and business continuity costs incurred by Fynd.
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Upon expiry or termination for any reason, the Parnter shall provide all exit support reasonably required by Fynd, including continued access, data export, migration assistance, documentation, and technical cooperation. The Partner shall not delete, disable, restrict, or withhold Fynd data or access until Fynd confirms completion of migration.
13.1 Fynd IP
All Intellectual Property in the Solutions, the Partner Portal, Fynd's trademarks, logos, documentation, marketing materials, and any other materials provided by Fynd shall remain the exclusive property of Fynd. The Partner is granted a limited, non-exclusive, non-transferable, revocable licence to use Fynd's IP solely for the purposes of performing its obligations under this Agreement.
13.2 Partner IP
All Intellectual Property owned by the Partner prior to or independently of this Agreement shall remain the exclusive property of the Partner. The Partner grants Fynd a non-exclusive, royalty-free, worldwide licence to use the Partner's name, logo, and trademarks solely for listing the Partner in the Partner Directory, marketing the partnership, and performing Fynd's obligations.
13.3 Jointly Developed IP
Any Intellectual Property jointly developed by the Parties in connection with this Agreement or any applicable SOW shall vest solely in and be the exclusive property of Fynd. To the extent any such Intellectual Property does not automatically vest in Fynd, the Partner hereby irrevocably assigns, transfers, and conveys all its rights, title, and interest therein to Fynd, without any additional consideration. The Partner shall execute all documents and do all acts as may be necessary to give effect to such assignment.
13.4 Technology Partner IP
For Technology/Integration Partners, applications, integrations, or extensions developed using Fynd's APIs and platform shall be owned by the Partner, subject to Fynd's underlying platform IP rights. The Partner grants Fynd a non-exclusive licence to list, promote, and distribute such applications through Fynd's marketplace.
13.5 No Additional Rights
Except as expressly granted herein, neither Party grants the other any rights, title, or interest in its Intellectual Property. Nothing shall be construed as a transfer or assignment of any IP rights.
14.1 Definition
"Confidential Information" means all information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether written, oral, electronic, or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential. This includes business plans, strategies, pricing, financial data, customer/prospect lists, technical information, source code, APIs, product roadmaps, Customer Data, Personal Data, and the terms of this Agreement.
14.2 Obligations
The Receiving Party shall: (a) use Confidential Information solely for purposes of performing obligations under this Agreement; (b) protect it with at least the same degree of care used for its own confidential information, and not less than reasonable care; (c) not disclose it to any third party without prior written consent, except to employees and advisors with a need to know who are bound by equivalent obligations; (d) not use it for the development or training of any AI/ML systems without express prior written consent; and (e) promptly notify the Disclosing Party of any unauthorised disclosure.
14.3 Exceptions
Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) is disclosed pursuant to a court order, provided the Receiving Party gives prompt notice and cooperates to minimise disclosure.
14.4 Duration
Obligations under this Clause shall survive termination for three (3) years, except trade secrets which shall be protected indefinitely.
14.5 Destruction on Termination
Upon termination, the Partner shall: (i) promptly return or securely destroy all documents and materials containing Company/Seller Confidential Information; (ii) permanently erase all Confidential Information from its systems, devices, and storage media (including backups, to the extent technically feasible); (iii) cease all access to and use of such Confidential Information; and (iv) certify in writing its compliance with the foregoing upon request. Notwithstanding the above, the Partner may retain copies strictly to the extent required by applicable law, provided such retained information remains subject to confidentiality obligations under this Agreement.
15.1 Compliance
Each Party shall comply with all applicable laws relating to data protection and privacy, including the Digital Personal Data Protection Act, 2023 (DPDPA), the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and any other applicable data protection legislation, including GDPR and other international data protection laws.
15.2 Data Processing Obligations
To the extent the Partner processes Personal Data, the Partner shall:
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Process Personal Data only in accordance with Fynd's documented instructions and the purposes of this Agreement.
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Implement appropriate technical, administrative, and physical security measures to protect Personal Data against unauthorised access, loss, alteration, or destruction.
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Not transfer Personal Data outside India without Fynd's prior written consent and appropriate safeguards.
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Promptly notify Fynd (and in no event later than forty-eight (48) hours) of any Personal Data breach or suspected breach.
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Cooperate with Fynd in responding to data subject requests and regulatory enquiries.
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Upon termination, return or securely destroy all Personal Data and certify such return or destruction in writing.
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Ensure that upon uninstallation of Partner Service by any Seller, all collected data shall be deleted, with written confirmation to the Company.
15.3 Sub-Processing
The Partner shall not sub-contract or outsource data processing unless: (a) the Company/Seller has been notified of the identity of the sub-processor and provided a description of the intended processing; and (b) terms no less onerous than those in this Agreement are imposed on the sub-processor. The Partner remains liable for any breach by any appointed sub-processor.
15.4 Security Breach Notification
Each Party shall promptly notify the other of any information security breach that could impact performance of obligations. Both Parties shall jointly determine the corrective action required.
16.1 Mutual Representations
Each Party represents and warrants that: (a) it is duly organised, validly existing, and in good standing; (b) it has full power and authority to enter into this Agreement and perform its obligations; (c) execution and performance does not violate any law, regulation, or agreement; (d) it shall comply with all applicable laws; and (e) all information provided is true, accurate, and complete in all material respects.
16.2 Partner Representations
The Partner further represents and warrants that: (a) it is not subject to any sanctions or restricted party lists; (b) its provision of Partner Services complies with applicable trade, export control, and sanctions laws; (c) it has obtained all necessary consents and authorisations; and (d) no legal proceedings exist that would prevent compliance with these Terms.
16.3 Fynd Warranty
Fynd represents and warrants that the Solutions shall perform substantially in accordance with the applicable documentation and specifications. This warranty does not apply to issues caused by the Partner's or a Converted Lead's misuse, unauthorised modifications, or use not in accordance with documentation.
16.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
17.1 Partner Indemnity
The Partner shall indemnify, defend, and hold harmless Fynd, its Affiliates, directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Partner's breach of this Agreement; (b) the Partner's negligence, fraud, or wilful misconduct; (c) any unauthorised representations made on behalf of Fynd; (d) any claim that the Partner's IP infringes third-party rights; (e) the Partner's violation of applicable laws; or (f) any claim by a Converted Lead arising from the Partner's provision of services.
17.2 Fynd Indemnity
Fynd shall indemnify, defend, and hold harmless the Partner, its Affiliates, directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with: (a) Fynd's breach of this Agreement; (b) Fynd's negligence, fraud, or wilful misconduct; (c) any claim that the Solutions infringe third-party IP rights; or (d) Fynd's violation of applicable laws.
18.3 Indemnification Procedure
The indemnified Party shall: (i) promptly notify the indemnifying Party in writing; (ii) grant the indemnifying Party sole control of the defence and settlement; and (iii) provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim without prior written consent of the indemnified Party if such settlement imposes obligations on or an admission of liability by the indemnified Party.
17.4 Exclusion of Indirect Losses
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
17.5 Aggregate Liability Cap
EXCEPT FOR PARTNER’S BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, IP INFRINGEMENT, AND FRAUD OR WILFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE PARTNER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
The Company shall not be liable for any non-compliance with laws, regulations, or requirements of any jurisdiction outside India.
18.1 Employee Non-Solicitation
During the Term and for twelve (12) months following termination, Partner shall not, directly or indirectly, solicit, recruit, or hire any employee, contractor, or consultant of Fynd who was involved in the performance of this Agreement, without prior written consent.
18.2 Customer Non-Circumvention
The Partner shall not, during the Term and for twelve (12) months following termination, shall not directly or indirectly engage, contract, or transact with any Converted Lead in a manner that bypasses or competes with Fynd or attempt to circumvent Fynd's relationship with any Converted Lead by offering competing products or services directly to such Converted Lead in substitution of the Solutions, except with Fynd's prior written consent.
19.1 Anti-Bribery and Anti-Corruption
Both Parties shall conduct their dealings ethically and in compliance with all applicable anti-bribery and anti-corruption laws. Neither Party shall offer, give, solicit, or accept any improper payment, gift, or advantage in connection with this Agreement. Any violation may result in immediate termination, and the offending Party agrees to cooperate fully in investigating any suspected unethical or unlawful conduct.
19.2 Anti-Money Laundering (AML)
Both Parties shall comply with all applicable AML laws and complete all KYC/AML requirements for the performance of obligations under this Agreement. Both Parties shall provide all possible assistance to the other in investigating any possible instances of money laundering.
19.3 Sanctions Compliance
The Partner represents and warrants that it is not subject to any sanctions or restricted party lists, and that its provision of Partner Services complies with applicable trade, export control, and sanctions laws.
20.1 Good Faith Negotiations
In the event of any dispute, the Parties shall first attempt to resolve it through good faith negotiations between designated points of contact within fifteen (15) Business Days. If unresolved, the dispute shall be escalated to the senior management of both Parties.
20.2 Arbitration
If the dispute is not resolved within thirty (30) days of senior management escalation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be Mumbai, India. The language shall be English. The arbitral award shall be final and binding on both Parties and may include costs, including reasonable legal fees and expenses.
20.3 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Subject to the arbitration provisions above, the courts of Mumbai, India shall have exclusive jurisdiction over all disputes.
20.4 Continued Performance
Pending resolution of any dispute, both Parties shall continue to perform their respective obligations under this Agreement, except for the obligation that is the subject of the dispute.
21.1 Modifications to Terms
The Company reserves the right to change the format and/or content of the Platform or temporarily suspend operations for maintenance. Material changes that adversely affect Partner rights shall be notified with reasonable prior notice via the Platform or email, and shall apply prospectively. Continued use of the Services after the effective date of updated Terms constitutes acceptance.
21.2 Communications and Subscription
By accessing the Platform and creating an Account, you consent to receive communications via email, SMS, calls, or other electronic means, including service-related updates and promotional messages. You may opt out of promotional communications at any time by contacting partner-support@fyndplatform.com. Service-related communications may continue as permitted by applicable law.
21.3 Beta Services
From time to time, Fynd may invite Partners to access pre-release or beta features ("Beta Services"). Beta Services are provided on a trial "as is" basis without warranties, and shall be treated as Confidential Information. The Partner shall not disclose participation in Beta Services without Fynd's prior written consent. Fynd may modify, suspend, or discontinue Beta Services at any time without liability.
21.4 Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, governmental actions, pandemics, epidemics, strikes, internet or power failures, or cyber incidents such as cyber-attacks, ransomware, or other malicious system intrusions (“Force Majeure Event”). If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate this Agreement upon written notice.
21.5 Assignment
Neither Party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.
21.6 Relationship of Parties
The Parties are independent contractors on a principal-to-principal basis. Nothing herein shall be construed to create a joint venture, partnership, employment, agency, or fiduciary relationship. Neither Party has the authority to bind the other without prior written consent.
21.7 Non-Exclusivity
These Terms are accepted by both Parties on a non-exclusive basis. Both Parties shall be free to engage third parties as clients/service providers to procure or provide similar or identical services, provided that such arrangements do not breach confidentiality or non-solicitation obligations.
21.8 Publicity
Neither Party shall issue any press release, public announcement, or marketing communication referencing the other Party or this Agreement without prior written approval, except as required by applicable laws.
21.9 Entire Agreement
This Agreement, together with all Schedules, SOWs, and any amendments, constitutes the entire agreement between the Parties and supersedes all prior understandings, negotiations, and agreements, whether written or oral.
21.10 Waiver
No provision shall be deemed waived unless such waiver is in writing and signed by an authorised representative. Any waiver of a breach shall not constitute a waiver of any other breach.
21.11 Severability
If any provision is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision achieving the original intent.
21.12 Survival
Unless otherwise expressly stated, provisions that expressly or customarily survive termination or expiration shall continue in effect.
21.13 Audit
Fynd may, upon reasonable prior notice, seek certification from an independent certified auditor to verify the Partner’s compliance with this Agreement, including lead registration, commission claims, and data handling. The Partner shall maintain accurate records and provide such certification and reasonable cooperation as may be required, at its own cost. Any discrepancies or overpayments identified shall be promptly rectified by the Partner.
In accordance with applicable law, any concern, feedback, or grievance may be directed to:
Partner Care Support:
Shopsense Retail Technologies Limited
1st Floor, Wework Vijay Diamond, Opp. SBI Branch,
Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
Email: partner-support@fyndplatform.com / devex@gofynd.com
Grievance Officer:
Name: Ms Shivani Kawale
Designation: Grievance Officer
Email: shivanikawale@gofynd.com
Nodal Officer:
Name: Mr Abhimanyu Mallik
Designation: Nodal Officer
Email: compliance@gofynd.com