Charky Labs · Legal
Version 2026-10-05 · Charky Labs Private Limited
This agreement is between Charky Labs Private Limited (CIN U58200TZ2024PTC033012, GSTIN 33AAMCC2561R1Z6), a company incorporated in India with its registered office at 4 Thendral Nagar, Vilankurichi P.O., Coimbatore 641035, Tamil Nadu, India ("Charky Labs", "we", "us") and the company or person admitted to the Charky Labs Partner Programme ("the Partner", "you"). It takes effect when a person authorised by you accepts it in Charter or on the invitation page, and it governs everything you do as a partner. Please read it in full. If anything is unclear, write to us before you accept.
You accept this agreement electronically by ticking the acceptance box and continuing. An electronic acceptance is a valid contract under the Indian Contract Act, 1872 and section 10A of the Information Technology Act, 2000. We record who accepted, which version, when, and the network address and browser used, and that record is evidence of your acceptance.
The person accepting confirms that they are at least 18, that they are authorised to bind the Partner, and that the Partner is validly formed where it is based. Each of your people who uses Charter accepts the current version for themselves as well; their acceptance binds the Partner.
We appoint you as a non-exclusive partner to refer, resell, implement or build on the Products as the Playbook describes for your partner type. Nothing here grants you a territory, an exclusivity, or a right to any particular lead. An area role ("Area Lead") is a separate appointment for a fixed term and gives earned priority on leads in that area, never exclusivity.
You are an independent contractor. Nothing in this agreement creates an employment, agency, franchise, joint venture or partnership in the legal sense. You may not bind us, sign for us, accept an order for us, or describe yourself as our agent. You decide how you run your business and you bear your own costs.
We may sell directly, appoint other partners anywhere, and change which Products are available to partners.
Your rank (Associate, Trusted or Premier), how it is reached and kept, the catch-up window, points, badges, quests, leaderboards and area roles work as the Playbook describes. We review ranks at the intervals the Playbook states, and our decision on a rank, after considering anything you raise, is final.
Points, badges and leaderboard positions recognise activity. They have no cash value, cannot be exchanged, sold or transferred, and may be adjusted if they were earned by mistake or by conduct that breaches this agreement.
We may change the Playbook. A change that lowers a Share rate applies only to Clients credited to you after the change takes effect, and never reduces the rate on an existing Client during the contract term that Client has already signed. We give you at least 30 days' notice of a change that is adverse to you, in Charter or by email.
You may promote only the Products the Playbook lists as available to partners, and only after completing any certification the Playbook requires for that Product. Certification is personal to the person who passed it and must be renewed as the Playbook states.
You must describe the Products accurately, using our published materials, and must not make any promise about features, roadmap, availability, security, compliance or results beyond what we have published in writing.
You introduce a prospective client by submitting a request in Charter. Submitting a request registers the opportunity to you for 90 days. While a registration is live we will not credit that organisation to another partner. We decide every request at our discretion and may approve, decline with a reason, or ask you for more information.
Registration is decided by the client's organisation and email domain. Where two registrations conflict, the earlier complete request prevails, and our decision on a conflict is final. A registration lapses at the end of 90 days unless we extend it in writing or the client has signed.
You must have the client's permission to share their contact details with us, and you must tell them that you are introducing them to Charky Labs.
Each Client contracts with Charky Labs directly, on our terms of service for the Product, and pays Charky Labs directly unless we agree in writing that you will resell and invoice. You may not change, extend or waive our terms on a Client's behalf.
A Client's account, people and data belong to the Client. Being credited with a Client gives you no access to its organisation or data. You may access a Client's workspace only if that Client invites you itself, and then only as that Client permits.
For each Client on an Enterprise plan, you earn the Share rate for your rank and the Product as published in the Playbook, calculated on Net Receipts, for each month the Client has paid. Self-serve plans earn points under section 4 and no Share. Nothing is payable on amounts we have not received.
A Premier partner may also earn the override the Playbook describes on the Enterprise sales of partners it recruited. The override is paid out of the Premier rate, so a recruit's Share plus the override never exceeds that rate, and it ends when the recruit reaches Premier. Nothing is ever paid for recruiting a partner, for a partner joining, or for anything other than real sales of Products to real Clients. The programme is designed to comply with the Consumer Protection (Direct Selling) Rules, 2021, and you must never present it as an income or recruitment opportunity, or charge anyone to join.
We issue a statement of Shares each month and pay the amount shown within 30 days after the end of the month in which we received the Client's payment, to the bank account you register with us. Amounts under ₹5,000 (or USD 60 for payment abroad) are carried forward to the next statement. Each party bears its own bank charges.
If a payment on which a Share was paid is later refunded, credited, charged back or written off, the Share on it is reversed. We may set off a reversed or overpaid amount against later payments, or invoice you for it, and you will pay it within 30 days.
You are responsible for your own taxes. If you are registered for GST you will issue a valid tax invoice for each payment. We deduct tax at source where Indian law requires (for example under section 194H of the Income-tax Act, 1961) and give you the certificate. For a Partner outside India, payments are made in Indian rupees or US dollars at our choice and net of any withholding the law requires; to claim a lower treaty rate you must give us a tax residency certificate, Form 10F and any other document the law requires, before the payment.
You may question a statement within 60 days of receiving it. After that, the statement is final except for fraud or manifest error. We keep the records that support each statement and will show you the parts that relate to your Clients on reasonable request.
Setup, training, content, implementation and managed services that you sell to a Client are yours: you set the price, you keep 100% of it, and you are solely responsible for delivering them, for any warranty you give, and for your contract with the Client. Charky Labs is not a party to that contract and is not liable for your services.
Each party is responsible for the personal data it collects and decides how to use. You must collect and share personal data with us lawfully, with any notice or consent the law requires. We handle the personal data you and your people give us as our Privacy Notice for Charter describes.
If you learn of an unauthorised access to personal data connected with the programme, tell us without undue delay and in any case within 72 hours, and cooperate with us in responding.
Each party will use the other's Confidential Information only for this agreement, protect it with at least reasonable care, and share it only with its own people and advisers who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiving party, that it already lawfully had, or that it developed independently. A party may disclose what the law or a court requires, after warning the other where it lawfully can.
These obligations last for three years after this agreement ends, and for as long as the information remains a trade secret in the case of trade secrets.
While this agreement lasts, we grant you a non-exclusive, non-transferable, revocable licence to use the names, logos and materials we provide to you, only to promote the Products under this agreement and only as our brand guidelines allow. All rights in them, in the Products and in anything derived from them stay with us. Any goodwill from your use belongs to us.
If you give us suggestions or feedback about the Products or the programme, we may use them freely, without obligation to you.
You may say that you are a Charky Labs partner of your current rank while this agreement lasts. We may name you, your rank, credentials and area role in the partner directory, the leaderboard and our marketing, unless you ask us not to. A Client's review or testimonial about you is published only with that Client's consent.
You confirm that you have all the rights, licences and registrations you need to carry on your business and perform this agreement, that the information you give us (including your contact, bank and tax details) is accurate and will be kept up to date, and that performing this agreement will not breach any other agreement you are bound by.
This agreement starts when it is first accepted for you and continues until it is ended under section 17.
Either party may end this agreement for any reason on 30 days' written notice.
We may end it, or suspend your access, points and payments while we investigate, with immediate effect if you materially breach it and do not put the breach right within 15 days of our notice (or at once where it cannot be put right); if you breach section 10 or 12; if you become insolvent, enter liquidation or administration, or stop trading; or if continuing would breach any law or sanction.
When it ends: your access to Charter's partner area ends; you stop using our marks and materials and stop presenting yourself as a partner; and each party returns or destroys the other's Confidential Information. Shares already earned for months before the end are paid in the ordinary way. If we end the agreement for convenience, you continue to earn your Share on Clients credited to you before the end, for 12 months after it. If you end it, or we end it under the second paragraph of this section, no Share is earned for any month after the end.
Sections 7, 8 (for amounts earned and reversals), 9, 11, 12, 13 (last paragraph), 17, 18, 19, 20, 21 and 22 survive the end of this agreement.
We provide the programme, Charter and the Playbook as they are. To the fullest extent the law allows, we give no warranty that the programme will produce any particular income, that any lead or request will be approved, or that Charter will be uninterrupted or error free. The Products are warranted to Clients only under the Client's own terms with us.
Neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data, however it arises, even if it was foreseeable.
Our total liability to you under or in connection with this agreement, in any year, is limited to the total Shares we paid you in the 12 months before the event giving rise to the claim.
Nothing in this agreement limits liability for fraud, for wilful misconduct, for amounts properly due under section 8, for your obligations under sections 10, 12 and 20, or for anything else the law does not allow to be limited.
You will defend and indemnify Charky Labs, its directors and its people against any claim, loss, penalty or cost (including reasonable legal fees) arising from your services, from any statement or promise you made about the Products that we had not published, from your breach of section 10 or 11, or from your breach of law. We will tell you promptly of any such claim and let you conduct its defence, and you will not settle it in a way that binds us without our consent.
This agreement, and any dispute or claim arising out of or in connection with it (including about its existence, validity or termination, and any non-contractual claim), is governed by the laws of India.
We would rather solve a problem than argue about it. Before starting arbitration, a party must notify the other in writing, and senior people from both sides will try in good faith to settle the dispute within 30 days of that notice.
If it is not settled, the dispute will be finally resolved by arbitration before a sole arbitrator, in English, as follows. Where the Partner is incorporated, registered or resident in India, under the Arbitration and Conciliation Act, 1996, with the seat and venue at Coimbatore, Tamil Nadu, India. Where the Partner is incorporated, registered or resident outside India, under the Arbitration Rules of the Singapore International Arbitration Centre in force at the time, which are incorporated by reference, with the seat of arbitration in Singapore; Part I of the Arbitration and Conciliation Act, 1996 does not apply to that arbitration except section 9, section 27 and section 37(1)(b) and (3).
Hearings may be held by video. Where the amount in dispute permits, the parties agree to the expedited procedure of the applicable rules. The award is final and binding, and judgment on it may be entered in any court with jurisdiction.
Nothing in this section stops either party from seeking urgent interim or injunctive relief from any competent court, in particular to protect its confidential information, intellectual property or personal data, or from bringing proceedings in any competent court to recover a sum that is due and not disputed. Subject to arbitration, the courts at Coimbatore, Tamil Nadu, India have exclusive jurisdiction.
Charky Labs Private Limited, 4 Thendral Nagar, Vilankurichi P.O., Coimbatore 641035, Tamil Nadu, India. Email hello@character.xyz. Phone +91 72005 80713.