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RBUY Marketing Private Limited

State Partner

Franchise Agreement

This Agreement is entered into between RBUY Marketing Private Limited (hereinafter "the Company") and the individual or entity named as the State Partner (hereinafter "the Partner"), effective from the date of activation on the ROOPAY SHOPPE™ platform.

Annual Fee
₹5,90,000
₹5,00,000 + 18% GST
Commission per Activation
₹50 / code
From every activation in your state

ROOPAY SHOPPE™ is a registered trademark of RBUY Marketing Private Limited · CIN: U51909TN2018PTC123874

Territory Hierarchy — Marketing Growth Structure

STATEState Partner — ₹50/activation · ₹5,00,000+GST/year · Covers entire state
└DISTRICTDistrict Partner — ₹75/activation · ₹3,00,000+GST/year
└ASSEMBLYAssembly Partner — ₹100/activation · ₹1,00,000+GST/year
└AMBASSADORAssembly Ambassador — ₹125/activation · ₹5,000+GST/year

1. Appointment & Territory

1.1The Company hereby appoints the Partner as the exclusive State Partner for a single, specified state in India (the "Territory"), as recorded in the ROOPAY SHOPPE™ admin system at the time of onboarding.
1.2The State Partner oversees the entire marketing growth network within their state — coordinating District Partners, Assembly Partners, and Assembly Ambassadors below them in the hierarchy.
1.3The Partner shall not operate, solicit, or recruit in any other state without a separate written agreement from the Company.
1.4The appointment is personal and non-transferable. The Partner may not sub-franchise, assign, or delegate this appointment to any third party.
1.5The Company reserves the right to appoint additional Partners in other states and is under no obligation to grant exclusivity beyond the assigned state.

2. Annual Partnership Fee

2.1The Partner shall pay an annual Partnership Fee of ₹5,00,000 (Rupees Five Lakh) + 18% GST = ₹5,90,000 (Rupees Five Lakh Ninety Thousand) to the Company before activation and on every renewal thereafter.
2.2This fee covers the cost of state-level marketing programme support, training materials, platform onboarding, and operational resources provided by the Company throughout the year.
2.3This fee is strictly non-refundable under any circumstances, including early termination by the Partner, voluntary exit, or failure to build the network. No partial refund will be issued for unused months.
2.4Payment must be made via NEFT / RTGS / DD / Cheque / Cash / UPI with a valid UTR or reference number, confirmed by the Company admin on the platform before activation.
2.5A GST invoice will be issued by RBUY Marketing Private Limited (GST: 33AAJCR0650F1ZP) for the full amount paid, including the 18% GST component of ₹90,000.
2.6The Partner acknowledges that this is a service fee — not a deposit or investment — and does not entitle the Partner to any guaranteed income or return.

⚠️ Fee Breakdown: Base ₹5,00,000 + GST 18% (₹90,000) = ₹5,90,000 payable per year · NON-REFUNDABLE

3. Commission Income

3.1The Partner earns ₹50 (Rupees Fifty) for every role activated within the Partner's state territory — and again for every annual renewal of that role. Commission is earned per event (activation or renewal), not as a monthly recurring payment.
3.2If a user does not renew their role, the Partner earns ₹0 for that user in that year. Commission is only triggered by a confirmed activation or renewal event. No manual claim is required — it is credited automatically.
3.3Commission accrues for activations of all role types (ME, Seller, SV, Farmer, etc.) by users whose registered state matches the Partner's assigned state.
3.4Commissions are not guaranteed. They depend entirely on real activation activity within the state. The Company makes no promise of a minimum monthly or annual commission amount.
3.5If the Akshaya Admin Wallet has insufficient balance at the time of activation, that commission is skipped and is not retroactively paid.

💡 Example: 1,000 activations in your state in a month × ₹50 = ₹50,000 commission that month. Scale depends on the number of active District Partners, Assembly Partners, and Ambassadors below you.

State Partner · Commission Projection (Example)

100 new activations/month · based on ONE ME · ₹50 per code or renewal · 6-year compound

₹11,60,000

one round total

YearActive Income StreamsMonthlyAnnualCumulative
Year 1New Activations only₹5,000₹60,000₹60,000
Year 2New Activations + 1st Year Renewals₹10,000₹1,20,000₹1,80,000
Year 3New Activations + 1st & 2nd Year Renewals₹15,000₹1,80,000₹3,60,000
Year 4New Activations + 1st, 2nd & 3rd Renewals₹20,000₹2,40,000₹6,00,000
Year 5New Activations + 1st, 2nd, 3rd & 4th Renewals₹25,000₹2,50,000₹8,50,000
Year 61st, 2nd, 3rd, 4th & 5th Year Renewals₹25,000+₹3,10,000₹11,60,000
One Round Total6 years · compounding renewal streams—₹11,60,000₹11,60,000

This projection is based on ONE ME activating 100 Akshaya codes per month. Your state territory covers multiple districts, assemblies, and MEs — each additional ME multiplies this income.

Example: 5 districts × 3 assemblies × 2 MEs = 30 MEs → commission = 30 × ₹11,60,000 = ₹3,48,00,000 per round. Actual earnings depend entirely on District Partners, Assembly Partners, and Ambassadors below you. This is an illustration, not a guaranteed income.

4. Partner Obligations

4.1The Partner shall actively recruit and support District Partners within their state, providing guidance on the ROOPAY SHOPPE™ business model.
4.2The Partner must ensure that District Partners, Assembly Partners, and Ambassadors under their state are onboarded through the correct platform process.
4.3The Partner shall not make any false or misleading claims about the platform's income potential, business model, or legal status to anyone.
4.4The Partner shall comply with all applicable laws, including the Consumer Protection Act 2019, Direct Selling Guidelines 2021, and Income Tax Act 1961.
4.5The Partner shall not engage in any activity that brings ROOPAY SHOPPE™ or RBUY Marketing Private Limited into disrepute.

5. Withdrawal & Taxation

5.1Earnings in the Partner's state wallet are withdrawable to a verified bank account. KYC must be completed and no previous withdrawal can be pending (one-at-a-time rule).
5.2TDS under applicable Income Tax sections will be deducted at the time of withdrawal. The Partner is responsible for filing income tax returns on all commissions earned.
5.3The Company will issue a commission statement for the year to support the Partner's CA/income tax filing.

6. Renewal

6.1This Agreement is valid for one (1) year from the date of activation. Renewal requires payment of the annual fee (₹5,00,000 + 18% GST = ₹5,90,000) before the expiry date.
6.2The admin will notify the Partner 30 days before expiry via SMS, WhatsApp, and platform notification.
6.3Non-renewal results in automatic suspension of the Partner account and cessation of commission credits. Earnings accrued before suspension remain withdrawable.
6.4The Company reserves the right to reject renewal if the Partner has been found in breach of this Agreement.

7. Termination

7.1The Company may terminate this Agreement immediately and without refund if the Partner: (a) breaches any term of this Agreement, (b) makes fraudulent misrepresentations, (c) engages in activities harmful to the platform, or (d) violates applicable law.
7.2The Partner may voluntarily exit at any time by notifying the Company in writing. No refund of the annual fee will be issued.
7.3On termination, the Partner's territory rights revert to the Company immediately. Any accrued commissions in the wallet remain withdrawable for 30 days post-termination.

8. Dispute Resolution

8.1Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved amicably through the Company's support team ([email protected]).
8.2Unresolved disputes shall be subject to the exclusive jurisdiction of courts in Virudhunagar, Tamil Nadu, India.
8.3This Agreement is governed by the laws of India.

9. Electronic Signature

9.1By activating this Partnership on the ROOPAY SHOPPE™ platform and completing the digital onboarding process, the Partner provides a valid electronic signature under the Information Technology Act, 2000 (Section 5).
9.2This Agreement constitutes the entire agreement between the parties regarding the State Partnership and supersedes all prior representations, discussions, or agreements.

Signature

For RBUY Marketing Private Limited

Authorised Signatory

Ramadoss · Founder & Director

Virudhunagar, Tamil Nadu

State Partner

Full Name: _________________________

Mobile: _________________________

State: _________________________

Date: _________________________

RBUY Marketing Private Limited

CIN: U51909TN2018PTC123874  ·  PAN: AAJCR0650F  ·  GST: 33AAJCR0650F1ZP  ·  TAN: MRIR02476F  ·  UAN: TN32D0015605

2/716-8 VOC Nagar, Soolakkaraimedu, Tamil Nadu — 626003, India

[email protected] ·  0091-9952411895  ·  www.roopayshoppe.com