1About these terms
These Partner Programme Terms ("Terms") set out how the Nabhaya Authorised Partner Programme (the "Programme") works. They are an agreement between the partner (the "Partner", "you") and improveFX Technologies Private Limited (CIN U63999DL2024PTC438932), New Delhi ("Nabhaya", "we", "us"), the company behind Nabhaya.
Partners are appointed by Nabhaya. Each Partner signs a term sheet and, within 30 days of it, a partner agreement. These Terms apply together with them. If there is a conflict, the signed partner agreement applies first, then the signed term sheet, then these Terms.
These Terms are not an offer of appointment. Applying, or reading this page, does not make anyone a Partner.
2Definitions
Effective Date: the date the Partner's term sheet is signed by both sides. Contract Year: each 12-month period from the Effective Date.
Partner Clinic: a clinic, polyclinic or hospital that is registered by the Partner and counts as the Partner's under clause 4.
Live Clinic: a Partner Clinic that has paid its first subscription invoice in full and gone live on Nabhaya Clinic. Trials do not count. Clinics under common ownership count as one Live Clinic for the commission tiers and milestone bonuses.
Net Subscription Revenue: the subscription fees Nabhaya actually receives from a Partner Clinic for its plan, extra seats, storage and feature add-ons, excluding GST and other taxes, refunds, chargebacks and WhatsApp message credits.
First-Year Fee: the Net Subscription Revenue for a Partner Clinic's first 12 months of paid subscription. Renewal: each later 12-month paid subscription period of that clinic.
Territory: the region named in the Partner's term sheet.
3Eligibility and appointment
Individuals, firms and companies in India may be appointed. Nabhaya decides whether to appoint a Partner and may decline any application without giving a reason.
A Partner must provide a valid PAN and bank account in its own name, sign the term sheet and partner agreement, and keep two-step verification on for its partner account.
A Partner cannot at the same time be a member of the Nabhaya referral programme. Users of a Nabhaya clinic account cannot be Partners. Each clinic can be linked to only one Partner or referrer.
There is no joining fee, deposit or franchise fee.
4Which clinics count
A clinic counts as a Partner Clinic only if the Partner registers it in its partner account before the clinic, or anyone on its behalf, contacts Nabhaya, and the clinic pays its first subscription invoice in full within 120 days of registration. On request, Nabhaya will extend this window once by 60 days.
These clinics do not count: existing Nabhaya customers, and clinics that were in discussion with Nabhaya in the 90 days before the registration, as shown in Nabhaya's records.
If two Partners, or a Partner and a referrer, claim the same clinic, the first recorded registration counts.
5Commission
5.1 First-year commission. On each Partner Clinic's First-Year Fee, at the rate for that clinic's place in the Partner's running count of Live Clinics: 10% for clinics 1 to 50, 12.5% for clinics 51 to 150 and 15% from clinic 151 onwards. Each rate applies from that clinic onwards; it does not change the rate of earlier clinics.
5.2 Renewal commission. 7.5% of the Net Subscription Revenue of each Renewal of a Partner Clinic, for as long as the clinic stays subscribed and the partnership is in force, subject to clause 5.4.
5.3 Retention bonus. In any Contract Year in which at least 9 in 10 of the Partner Clinics due for renewal in that year do renew, the renewal commission rate for that year is 10% instead of 7.5%.
5.4 Minimum for renewal commission. Renewal commission (clauses 5.2 and 5.3) is payable on a Renewal only if, on the date of that Renewal, the Partner has brought at least 25 new Live Clinics to Nabhaya in the preceding 12 months. No renewal commission is earned on Renewals that fall in a period when the Partner does not meet this minimum, and it is not carried forward or paid later. First-year commission and milestone bonuses are not affected by this minimum.
5.5 Prepaid plans. If a Partner Clinic prepays for two or three years, the payment is split into yearly parts: the first year earns first-year commission and later years earn renewal commission, each when that year begins.
5.6 Upgrades and add-ons. Commission is worked out on the Net Subscription Revenue actually received, so upgrades, extra seats, storage and feature add-ons earn commission at the rate that applies to that clinic's current year.
5.7 No other payments. Commission and the bonuses in clause 6 are the only amounts payable to a Partner. Nabhaya does not guarantee any level of earnings.
6Milestone bonuses
Nabhaya pays a one-time bonus when the Partner's number of Live Clinics first reaches: 25 Live Clinics, ₹15,000; 75 Live Clinics, ₹40,000; 150 Live Clinics, ₹1,00,000; 300 Live Clinics, ₹2,00,000. Each bonus is paid once, on the statement for the month in which the milestone is reached.
7Earned exclusivity
If the Partner has 50 Live Clinics within 6 months of the Effective Date, it becomes Nabhaya's exclusive partner for its Territory for 12 months. Exclusivity renews for a further 12 months at the end of each period in which the Partner adds 100 more Live Clinics.
While the Partner is exclusive, clinics from the Territory that come to Nabhaya directly are handed to the Partner for onboarding, and the Partner earns a 5% override on their First-Year Fee.
8Statements, payment and tax
Nabhaya issues a monthly statement by the 7th of each month, covering commission and bonuses on Partner Clinic payments that cleared in the previous month, and pays it by the 15th of that month by NEFT or IMPS to the Partner's bank account.
Tax deducted at source (TDS) is deducted as income-tax law requires (2% on commission at present). A GST-registered Partner sends a tax invoice for its commission plus 18% GST before payment; a Partner under the composition scheme sends a bill of supply. Payment may be held until a required invoice, PAN or bank detail is received.
If a Partner Clinic's payment is refunded, reversed or charged back, the commission and any bonus earned on it are adjusted on the next statement, and set off against later statements if needed.
9What the Partner does
Introduce clinic owners and doctors, set up meetings and demos and follow up; register each clinic in the partner account before Nabhaya contacts it; help clinics gather their onboarding documents; act as the first local point of contact after go-live; and share a short weekly pipeline update.
Describe Nabhaya as it is today, including what is still in development, and quote only Nabhaya's published prices and offers that Nabhaya has approved in writing. Do not promise features, discounts, results or terms that Nabhaya has not approved.
Never collect payments from clinics, and never ask for, handle or store patient data, passwords or one-time passwords (OTPs). Clinics pay Nabhaya directly.
Use Nabhaya's name, logo and sales materials only as Nabhaya provides or approves them, and follow the law when contacting clinics, including the Digital Personal Data Protection Act, 2023 and rules on unsolicited calls and messages.
10What Nabhaya does
Provide, host, secure, update and support Nabhaya Clinic; run demos online in Hindi or English and help to close; onboard, import data for and train every Partner Clinic; give the Partner a named partner manager and a monthly review call, training and certification for up to 3 of the Partner's coordinators, a co-branded sales kit, and a partner account showing its clinics and earnings.
Clinics contract with and pay Nabhaya directly, under Nabhaya's terms of service and data processing terms. Nabhaya may decline to provide the service to any clinic.
11Data protection and confidentiality
The partner account shows each Partner Clinic's name, plan, status, renewal dates and the commission on it. It has no access to clinic or patient data. Nabhaya processes the Partner's own details as set out in its privacy policy.
Each side keeps the other's confidential information confidential, and neither hires the other's staff during the partnership and for 12 months after it.
12Term and ending the partnership
The partnership starts on the Effective Date and runs for 24 months, then renews for 12 months at a time.
Either side may end it with 60 days' written notice, or with 15 days' notice for a material breach that is not fixed within those 15 days.
Commission and bonuses already earned are always paid, on a final statement. If Nabhaya ends the partnership without cause, renewal commission continues for 12 months on the Partner's Live Clinics, subject to the minimum in clause 5.4, which continues to apply during those 12 months. Otherwise, no commission is earned on payments after the partnership ends, and Partner Clinics continue as direct Nabhaya clinics.
13Relationship
The Partner is an independent business, not an agent, employee or franchisee of Nabhaya, and cannot sign contracts, make commitments or accept payments for Nabhaya. Each side bears its own costs.
14Changes to these terms
Nabhaya may update these Terms by publishing a new version on this page and telling Partners at least 30 days before a change that reduces commission takes effect. Changes never reduce commission already earned. The signed term sheet and partner agreement can only be changed in writing by both sides.
15Law and disputes
These Terms are governed by the laws of India. The sides will first try to settle any dispute through good-faith talks for 30 days. If that fails, the dispute goes to arbitration in New Delhi by a sole arbitrator under the Arbitration and Conciliation Act, 1996, in English. Subject to this, the courts at New Delhi have jurisdiction.
16Contact
Questions about the Programme or these Terms: write to or call +91 73039 22400. improveFX Technologies Private Limited, E-49/5, First Floor, Okhla Industrial Area Phase II, New Delhi, Delhi 110020, India.