Partner Agreement

Parties

This Agreement is between Trinity Jewells (Trinity), having its registered office in Surat, Gujarat, India, and the Partner identified in the application form ("Partner").

1. Grant of Partnership

Trinity grants the Partner a non-exclusive, non-transferable license to:

• Operate a branded jewellery website powered by the Trinity catalog and ERP backend.
• Access designs, product information, images, renders and 3D assets from the Trinity catalog as per the Partner's tier (Bronze 1,000 designs / Silver 2,500 designs / Gold full catalog).
• Use Trinity's drop-ship fulfilment service for end-customer orders.
• Use Caratly Studio (Pro on Bronze/Silver, Enterprise on Gold) for the Partner's own designs and marketing content, for as long as this Agreement is active.

2. Term & Renewal

This Agreement is effective from the activation date and continues for 12 months, automatically renewing for successive 12-month terms unless terminated per Section 9.

3. Commercial Terms

3.1 Wholesale Pricing

Trinity sets wholesale prices. Partner sets retail prices subject to:

• Markup floor: minimum +5% over wholesale on Bronze and Silver, +3% on Gold.
• Markup cap: maximum +50% over wholesale.

3.2 No Commission, No Revenue Share

• Customer payments land in the Partner's own payment gateway. No commission or revenue share passes through Trinity in either direction.
• Trinity's only income from the Partner's sales is the wholesale price it invoices for each order; the full difference between retail and wholesale belongs to the Partner.

3.3 Installation & Platform Fees

• Standard partners: $999 one-time installation fee + annual renewal fee of 10% of the installation fee ($99.90) from the second year + monthly platform fee per tier (Bronze $10 / Silver $20 / Gold $28), billed from activation. All fees are in US dollars, billed in INR at the exchange rate on the invoice date, and exclude GST / VAT. No security deposit.
• Premium Partner: when your sales through the portal reach $100,000, you move to the Premium Partner category and your $999 installation fee is refunded in full. This is the only case in which the installation fee is refunded.
• Platform fee covers shared infrastructure (server, leaseline, firewall, backup, maintenance, Studio compute). Trinity earns its main income from wholesale margin on supply, not from platform fees.
• Refer to the Refund Policy for refund terms.

4. Customer Ownership

End customers acquired through the Partner's website belong 100% to the Partner. Trinity will not directly contact, market to, or solicit Partner's end customers for any purpose other than order fulfilment.

5. Quality & SLA

• All Trinity products meet BIS hallmarking standards and applicable Indian jewellery quality norms.
• Order dispatch SLA: 48 hours from order placement (in-stock items).
• Shipping SLA: 5-7 working days within India.
• Every piece of natural-diamond jewellery is certified by an accredited independent gemological laboratory; the certificate accompanies the delivery.
• Returns are on wholesale terms, not retail terms: an unused stock piece whose certificate tag / seal is unopened may be returned to Trinity; after re-certification Trinity credits the invoiced price less making charges, or exchanges the piece for another of similar value, at the Partner's choice. A piece returned for a defect is exchanged after Trinity re-certifies the gold and diamonds; making charges are deducted. Made-to-order and customised pieces are not returnable. Details in Section 3 of the Refund Policy.

6. Partner Obligations

• Maintain accurate product information on partner website.
• Provide first-line customer support; escalate to Trinity for product-quality issues.
• Comply with Trinity brand and marketing guidelines.
• Pay all fees on time.
• Maintain GST registration and other applicable business licenses.

7. Trinity Obligations

• Provide and maintain the partner website + admin panel.
• Deliver catalog updates monthly.
• Fulfil orders within stated SLAs.
• Provide partner support via WhatsApp + phone during working hours.

8. Confidentiality

Both parties agree to keep wholesale prices, fee structures, and proprietary catalog data confidential. Disclosure to third parties requires written consent.

9. Termination

• By Partner: 30 days written notice. Sample buy-back available per Refund Policy.
• By Trinity: 90 days notice for convenience (including if the program is discontinued); immediate termination for material breach (fraud, non-payment beyond 60 days, brand damage).
• Upon termination, Partner ceases use of Trinity catalog/branding within 7 days. Trinity catalog designs, images, renders and 3D assets remain Trinity's property and are removed from the Partner's website.
• Caratly Studio after termination: Studio access remains open for 30 days after the end date so the Partner can export their own designs, renders and files. Content the Partner created from their own designs stays the Partner's; after 30 days the Studio account and its storage are closed.
• The Partner keeps their customer database and their domain name.

10. Dispute Resolution

Per Section 10 of the Terms of Service — arbitration in Surat, Gujarat under the Indian Arbitration and Conciliation Act, 1996.

11. Governing Law

This Agreement is governed by the laws of India.

12. Entire Agreement

This Agreement (together with the application form, Privacy Policy, Terms of Service, and Refund Policy) constitutes the entire agreement between the parties and supersedes any prior arrangements.