CHANNEL PARTNER FORM

Effective Date: ___________

CHANNEL PARTNER INFORMATION

Name: Chandan Jha PAN: AYDPJ2615D

GST No.: NA

Type of entity: Sole Properieter Phone: 9474070341/8436700178

398 G.T Road,6th Floor Talk of the Town, info.sucesssiksha@gmail.com
Registered Email:
Address: Burdwan-713103, West Bengal
Siksha Education Consulting & Trust
Organization:
Correspondence SAME
Address: Title: Sole Properieter

Date of
Incorporation:
DECLARATION from the Channel Partner Upgrad’s Acceptance

I hereby declare that all the information provided by me above is For upGrad Education Pvt. Ltd.
true to the best of my knowledge and I agree and shall abide by
the terms and conditions provided in the Pre-Sales Channel
Partner Agreement:
____________________
Authorised Signatory
_____________________________________________

Signature of the Channel Partner Date

 PRE-SALES CHANNEL PARTNER AGREEMENT

This Pre-Sales Channel Partner Agreement (“Agreement”) apply to and form an integral part of the Channel
Partner Form, to which it is attached, are executed between the Channel Partner (as mentioned in the Channel
Partner Form) and upGrad Education Private Limited, with its registered office at Ground Floor, Nishuvi, 75,
Dr. Annie Besant Road, Worli, Mumbai – 400018 (“Upgrad”).

Terms and Conditions:

1. Upgrad has agreed to engage and appoint the Channel Partner on a non-exclusive basis for the purpose
of carrying out the services.
2. The Channel Partner shall market and sell such programs as described in Schedule 1 and the commission
for the successful sell shall be as per the commission table provided in Schedule 2. The commission shall
be payable subject to the execution of the Post Sale Channel Partner Agreement.
3. The Channel Partner agrees to promote Upgrad’s program to its own database after obtaining all the
necessary approvals or permissions.
4. The Channel Partner agrees and acknowledges that it shall only share the marketing materials like
publications, advertisement, prospectus, brochures, etc. which are approved by the Upgrad. The cost of
marketing activities shall be borne by the Channel Partner alone.
5. The Channel Partner are not authorized to release any advertisement in any media in the name of the
Upgrad and use Upgrad’s logo without written approval of the Upgrad on the same. This Agreement
does not allow Channel Partner to create a website in the name of the Upgrad or its program, brand, and
sub-brand.
6. The Channel Partner shall be provided with a unique link to a landing page, or a unique code and all the
leads collected through such unique link/who has applied the code will be attributed to Channel Partner,
subject to Upgrad’s confirmation on such attribution. The Channel Partner shall direct all payments for
an Upgrad program to Upgrad and shall not accept any payment on behalf of Upgrad.
7. The Channel Partner shall not directly approach any corporate or business for marketing the programs,
without Upgrad’s prior approval.
8. The Channel Partner shall only use the email address provided by Upgrad.
9. The Channel Partner shall assist Upgrad to record and/or monitor all modes of communication (email,
calls etc.) between the Channel Partner and the prospective learner.
10. The Channel Partner cannot offer discount of whatsoever nature to the customer and the Company shall
not in any way be responsible for such discount of whatsoever nature offered by Channel Partner.
11. Upgrad shall provide training to the Channel Partner and its staff, and the Channel Partner shall sell only
such Programs for which the Channel Partner and its staff has undergone a training and is confirmed by
Upgrad in writing. Channel Partner shall not deviate from the guidelines and training material provided
by Upgrad for the purpose of communicating to the prospective learners, and not make any false or
incorrect representations to the prospective learners.
1 of 5
 PRE-SALES CHANNEL PARTNER AGREEMENT

12. All intellectual property rights relating to the marketing, training, material, and services, existing now or
in the future, including patents, copyrights, trademarks, and other know-how, shall be the property of
Upgrad and Channel Partner shall not have any express or implied rights or license on such intellectual
property rights, unless otherwise provided by Upgrad.
13. The Channel Partner agree to maintain confidentiality of the information’s, whether written or oral,
provided by the Upgrad.
14. The Channel Partner shall direct all queries and complaints made by the learner who has enrolled for the
Upgrad programs to Upgrad.
15. The Channel Partner shall not act in any manner which may be detrimental to the business interests of
Upgrad or commit any acts that are against the spirit and intent of this Agreement.
16. Channel Partner shall not be involved in any economic offences, tax default, disparagement, or moral
turpitude. The Channel Partner shall ensure compliance with all applicable laws, rules, and regulations,
guidelines, including ASCI, TRAI and the applicable data protection law.
17. The Channel Partner grants the right to the Upgrad, at all reasonable times, to examine and audit all
records in its possession or under its control which pertains to the services provided by the Channel
Partner under this Agreement or as otherwise may be required to prove compliance to the applicable
laws and regulations.
18. Subject to the termination rights of both the parties, this Agreement shall commence from the Effective
Date and shall remain valid till 3 (three) year from the Effective Date of this Agreement or till a Post
Sales Channel Partner Agreement has been executed, whichever is later.
19. Either party to this Agreement shall have right to terminate this Agreement for convenience by providing
not less than 30 (Thirty) days prior written notice. Either Party may immediately terminate this
Agreement, if the other party is in breach of any of its obligations under this Agreement.
20. The Channel Partner agrees to indemnify and hereby keeps indemnified safe and harmless the Upgrad,
affiliates, subsidiaries, its successors and assigns of from or against any and all actions, claims, demands,
disputes, liabilities, losses, costs, charges, expenses or damages that the Upgrad may incur or suffer as a
result of any acts, deeds, omission or any misrepresentation made by the Channel Partner while soliciting
business in the name of the Upgrad or non-compliance by the Channel Partner with the applicable
provisions of this Agreement and the law in force or any third party claims. This obligation shall survive
the termination.
21. The Channel Partner shall not assign, or transfer its rights, benefits, or interests under this Agreement,
without the prior written consent of the Upgrad.
22. This Agreement shall be governed by the laws of India and shall be subject to the exclusive jurisdiction
of courts at Mumbai.
23. The Channel Partner shall be deemed to be an independent contractor and, except as expressly provided
or authorized by Upgrad under this Agreement, shall have no authority to act for or represent the Upgrad.
2 of 5
 PRE-SALES CHANNEL PARTNER AGREEMENT

SCHEDULE A

The following category of programs are part of the scope of this Agreement:

“Academies Program(s)” shall mean the Upgrad programs which come with a job guarantee for fresh and
recent graduates in technology & sales and such other programs as may be intimated to the Business
Associate in writing from time to time.

“Degree Program(s)” means the degree programs offered by Upgrad in relation to Chandigarh University,
Amrita University and such other universities as intimated to the Channel Partner in writing from time to
time.

“Working Professional Program(s)” means all Upgrad Programs other than Degree Program and Academies
Program for working professionals as intimated to the Channel Partner in writing from time to time.

“University Program” is the articulated offline component of the program offered by the foreign educational
institution to the students, at its campus or otherwise, upon their completion of the Academies Program or
Degree Programs or Working Professional Program.

3 of 5
 PRE-SALES CHANNEL PARTNER AGREEMENT

SCHEDULE B

Commission payable in case of Upgrad program:

1. For the purpose of payment of commission in case of yearly or semester wise fee payment, “Program Fees”
shall mean yearly or semester fees paid by the prospective learner received by Upgrad in its bank account
including the applicable indirect taxes and excluding payment gateway charges, credit facility charges, amounts
that are merely due or payable but not actually received, discounts, scholarships, referrals, refunds or any other
such deduction as may be deemed fit by Upgrad. For the purpose of payment of one time commission,
“Program Fees” shall mean full fees for the Upgrad program paid by the prospective learner received by
Upgrad in its bank account including the applicable indirect taxes and excluding payment gateway charges,
credit facility charges, amounts that are merely due or payable but not actually received, discounts,
scholarships, referrals, refunds or any other such deduction as may be deemed fit by Upgrad.”

2. Subject to the receipt of the full program fees by Upgrad for the Working Professional Program and/or the
Academies Program from the prospective learner, who are attributable to the Channel Partner in the manner
provided, Upgrad shall pay the Channel Partner a Commission in the manner provided below:

TABLE – 1 - COMMISSION DETAILS FOR THE WORKING PROFESSIONAL PROGRAM &

ACADAMIES PROGRAM

Program Fees Commission

Rs. 1/- - 1,00,000/- 15%
Rs. 1,00,101 – 3,00,000/- 20%
Rs. 3,00,000/- and above 25%

Subject to receipt of program fees by Upgrad for Degree Programs from prospective learner as mentioned under
Table 2 below, who are attributable to the Channel Partner, Upgrad shall pay the Channel Partner a Commission
in the following manner:

TABLE – 2 COMMISSION STRUCTURE FOR DEGREE PROGRAMS

Milestone Commission
Year 1 or semester 1 and 2, as the case may be 50% of the Program Fees for Year 1
Year 2 or semester 3 and 4, as the case may be 0%
Year 3 or semester 4 and 5, as the case may be 0%

4 of 5
 PRE-SALES CHANNEL PARTNER AGREEMENT

Notwithstanding anything contained herein, the Channel Partner shall raise an invoice for the Commission only
after the Enrolled Students have paid the full Program Fees due and payable for the Upgrad Programs.

It is to clarify that if the program fee are collected bi-annually i.e. semester wise, Channel Partner shall get,
subject to program fees being collected by Upgrad, the above mentioned applicable Commission as per Table
1 or 2, as applicable, for each semester.

Commission payable in case an prospective learner avails the rogram:

3. In case an prospective learner desires to avail the program i.e. Upgrad program together with the University
Program component, then the below commission structure shall apply:

TABLE – 3 COMMISSION STRUCTURE FOR UPGRAD PROGRAM

# of Students per year Commission
1–3 20% of Upgrad Program Fees
4–6 25% of Upgrad Program Fees
7th onwards 30% of Upgrad Program Fees

These are incremental slabs i.e., additional commission is paid only on the new learner and not on the old
students falling in earlier slab. The above payment is subject to the receipt of the Upgrad Program Fees by
Upgrad for an Upgrad Program from the prospective learner who are attributable to the Channel Partner.

4. Commission for University Program: Subject to receipt of commission by Upgrad from the University in
relation to a University Program, Channel Partner shall thereafter be entitled to receipt of a fixed commission
at the rate of 7% (inclusive of taxes) per prospective learner. It is clarified that any bank charges, conversion
charges and other fees borne by Upgrad at the time of receipt of its commission from the University shall be
proportionately deducted from the commission payable to the Channel Partner. If the tuition fees for the
University Program is paid by the prospective learner to the University on a semester basis, the commission
shall also be released to the Channel Partner accordingly. In case a program consists of 3 (three) or more years,
Channel Partner shall not be entitled to receipt of any further commission.

Clarification: For the purpose of Table 1, 2 and 3, Upgrad, at its sole discretion, may add and / or remove any
Upgrad program for the purpose of this Agreement by providing written intimation to the Channel Partner by
sending an email at the email ID of the Channel Partner as provided in this Agreement or as officially informed
about the change of official email ID by the Channel Partner to Upgrad. The delivery of any such email, sent
by Upgrad to the Channel Partner, shall be considered as deemed acceptance of proposed addition and / or
modification.

5 of 5