BTSC Consulting Services LLP — Authorized Channel Dealership & Master IP Agreement
Governed under Laws of India
1. APPOINTMENT & SCOPE: Upon manual verification and administrative approval by BTSC Consulting Services LLP ("Company"), the registered applicant ("Partner") is granted a limited, revocable, non-exclusive license to market and distribute AstraERP software products and peripheral solutions within the allotted territory.
2. NON-DISCLOSURE AGREEMENT (NDA) & CONFIDENTIAL INFORMATION: Partner acknowledges that in the course of engagement, Partner will have access to confidential, proprietary trade secrets of the Company.
• Scope: Includes but is not limited to source code architecture, cryptographic keygen routines, HMAC-SHA256 signing seeds, partner wholesale pricing, dealer profit margins, unreleased product roadmaps, client directories, and customer usage metrics.
• Obligation: Partner covenants to safeguard all Confidential Information with highest diligence, never disclose it to third parties without prior written consent, and never utilize it for any venture outside AstraERP.
• Perpetual Survival: Confidentiality obligations concerning trade secrets, algorithms, and source code shall survive termination of this agreement perpetually.
3. INTELLECTUAL PROPERTY (IP) RIGHTS OF THE COMPANY:
• The Company retains absolute, sole, and unencumbered ownership of all intellectual property, trademarks, trade names ("AstraERP", "AstraBilling", "Ask Astra"), service marks, copyrights, patents, UI/UX designs, database schemas, and documentation.
• The Partner acquires ZERO ownership, equity, or proprietary title in AstraERP.
• Partner shall not register or apply to register any trademark, domain name, or business moniker confusingly similar to AstraERP.
4. PRODUCT SOURCE CODE & ANTI-REVERSE ENGINEERING:
• Partner strictly agrees that it shall NOT decompile, disassemble, reverse-engineer, decrypt, debug, dump memory, or attempt to derive or reconstruct the human-readable source code of any AstraERP binaries (including .exe, .bin, .apk, or shared libraries .so / .dll).
• Any unauthorized attempt to breach binary protections, tamper with license verification modules, or inspect internal Go/C/Java routines constitutes criminal theft of trade secrets under the IT Act, 2000 and Copyright Act, 1957.
5. PRODUCT CUSTOMIZATIONS, ALGORITHMS & DERIVATIVE WORKS:
• Any and all customizations, bespoke adaptations, modified algorithms, prompt workflows, invoice formats, or feature modules developed by or in collaboration with the Company—whether requested, suggested, or commissioned by the Partner or end-client—shall vest exclusively and perpetually with BTSC Consulting Services LLP.
• No custom development shall constitute "work made for hire". The Company reserves the unrestricted right to incorporate any customized feature or algorithm into standard global commercial releases.
6. CRYPTOGRAPHIC KEYGEN INTEGRITY & ANTI-PIRACY:
• License keys shall be generated ONLY for legitimate, verifiable end-user customer establishments with authentic invoices.
• Partner shall NOT stockpile, pre-generate, or hoard keys in inventory without genuine customer purchase orders.
• Partner shall never clone, share, or generate counterfeit licenses. All issued keys are watermarked with Partner's ID and logged in the Company's immutable audit ledger.
7. RESERVATION OF RIGHTS ("SOME RIGHTS RESERVED"):
• All rights not expressly granted to the Partner in writing are strictly and unconditionally reserved by BTSC Consulting Services LLP.
• The Company reserves the right to audit keygen logs and partner sales records, update retail pricing floors, revoke compromised licenses, or discontinue legacy software builds.
8. WHOLESALE RESELLER MODEL, VOLUME TIERS & AMC SETTLEMENT POLICY: Authorized Partners operate under a Wholesale Upfront Remittance Model, acquiring annual commercial licenses and AMC renewals at volume-tiered wholesale discounts on the net base taxable price excluding GST:
• Tier 1 (Up to 25 Licenses): 20% Wholesale Margin (Enterprise: ₹4,999.80 / license)
• Tier 2 (50 Licenses / 26-99): 25% Wholesale Margin (Enterprise: ₹6,249.75 / license)
• Tier 3 (100+ Licenses): 30% Wholesale Margin (Enterprise: ₹7,499.70 / license)
Upfront remittance secures immediate key provisioning. Partners invoice end customers directly at retail MRP (or offer negotiated concessions out of their margin). Annual licenses include 1st year service free and 5 years free software updates. On every subsequent annual license renewal and Year 2+ AMC renewal, Partners earn their full tiered recurring margin (Tier 1 AMC: Standard ₹400/yr; Pro ₹700/yr; Enterprise ₹1,200/yr).
• Example Calculation for Enterprise Edition (Tier 1 Base 20%):
• Gross Customer Selling Price (incl. 18% GST): ₹29,499.00
• Less 18% GST Component (SAC 997331): ₹4,500.00
• Net Taxable Base License Cost: ₹24,999.00
• Partner Commission (20% of Net Base Cost ₹24,999.00): ₹4,999.80 (~₹5,000.00)
• Net Remittance to Company: ₹24,499.20 (Wholesale Base Balance ₹19,999.20 + 18% GST ₹4,500.00 remitted to government / input credit).
9. NON-COMPETE & NON-SOLICITATION: During the active dealership and for a period of 24 months following termination, Partner shall not directly or indirectly develop, distribute, or promote competing offline or retail POS/billing software utilizing knowledge or insights derived from AstraERP.
10. BREACH, LIQUIDATED DAMAGES & JURISDICTION: Any material breach of the NDA, IP rights, or keygen covenants shall result in immediate termination, blacklisting of territory, instant revocation of all issued keys, and liability for liquidated damages and legal costs. All disputes shall be subject to the exclusive jurisdiction of the competent courts in Pune, Maharashtra, India.
AstraERP