Proho | Channel Partner Policy

Channel Partner Policy

This Channel Partner Policy ("Policy") forms an integral part of the Channel Partner Agreement executed between Prop.Guru Advisors Technology Private Limited ("Proho") and the Channel Partner ("CP").

1. Definitions

Unless otherwise defined, the following terms shall have the meanings assigned below:

Sourcing CP: The CP responsible for seller-side sourcing and execution.
Selling CP: The CP responsible for buyer-side sourcing and execution.
Transaction: The end-to-end sale of a property facilitated by Proho.
AMA: The Asset Management Agreement executed with the seller.
ATS: The Agreement to Sell executed with the buyer.
ASC: Advance Sale Consideration paid to the seller.
AMF: Asset Management Fees payable to Proho.
Deal Closure: Successful registration of the property.
TAT: Turnaround time prescribed by Proho for each stage of the Transaction.

2. Scope and Authority

The CP shall act strictly as an intermediary and shall not create any binding obligation on behalf of Proho.
Proho shall have absolute discretion to approve, reject, suspend, reassign, or terminate any lead or Transaction.
The CP shall comply with Proho's prescribed workflow, timelines, and instructions.

3. Roles and Responsibilities

3.1 Responsibilities of the Sourcing CP (Seller-Side)

The Sourcing CP shall be responsible for:

Identification and registration of genuine seller leads
Verification of property details and seller intent
Coordination of seller confirmations, documentation, AMA execution, and key handover
Timely procurement of NOCs, TM-related documents, and approvals
Coordination of ASC return and AMF payment
Ensuring continuous cooperation of the seller throughout the Transaction

3.2 Responsibilities of the Selling CP (Buyer-Side)

The Selling CP shall be responsible for:

Identification and onboarding of genuine buyers
Coordination of buyer token, ATS execution, and buyer payments
Facilitation of loan sanction, foreclosure, and disbursement (if applicable)
Coordination of inspections, banker verification, TM-application and registry preparation
Ensuring continuous cooperation of the buyer throughout the Transaction

4. Operational Workflow and Timelines (Schedule A)

A. Seller-Side Workflow (Sourcing CP)

Stage	Activity	Primary Responsibility	Indicative TAT
1	Lead Registration & Validation	Sourcing CP	Immediate
2	Offer Communication & Seller Confirmation	Sourcing CP	Within 7 days of Unit Submission
3	Property Documents & Seller KYC	Sourcing CP	Within 2 days of Offer Acceptance
4	Seller Token & AMA Execution	Sourcing CP	Within 7 days of Seller Token
5	Key Handover from Seller	Sourcing CP	Same/Next day
6	Proho ASC Return (at ATS)	Sourcing CP	Same day
7	Loan Foreclosure Letter	Sourcing CP	Within 7 Days of ATS
8	Bank NOC	Sourcing CP	Within 21 Days of ATS
9	Builder/Society NOC	Sourcing CP	Within 21 Days of ATS
10	Property and Documents Inspection	Sourcing CP	As required
11	AMF Payment (at Registry)	Sourcing CP	Same day

B. Buyer-Side Workflow (Selling CP)

Stage	Activity	Primary Responsibility	Indicative TAT
1	Buyer Token Confirmation	Selling CP	Immediate
2	ATS Execution by Buyer	Selling CP	Within 7 days of Buyer Token
3	Property Inspection & Bank Verification	Selling CP	Within 7 Days of ATS
4	Loan Sanction Letter (if applicable)	Selling CP	Within 14 Days of ATS
5	Loan Closure Payment/Balance Transfer	Selling CP	Within 21 Days of ATS
6	TM Application & Remaining Payments	Selling CP	Within 30 Days of ATS
7	TDS & Stamp Duty Payment	Selling CP	3 days before Registry
8	Registry Completion	Selling CP	Within ATS Timeline

5. Lead Registration & Attribution

5.1 Sourcing Lead Registration

(a) The Sourcing Channel Partner ("Sourcing CP") shall register every prospective seller lead exclusively through the Proho Channel Partner Application ("CP App") in the manner prescribed by Proho.

(b) The Sourcing CP shall ensure that only genuine, verified, and sale-ready properties are registered on the CP App.

verify the authenticity and availability of the property;
verify basic property details including society name, tower, unit number, configuration, and area;
upload accurate unit information on the CP App;
provide a property video clearly showing the flat number, internal rooms, and all balcony views, or coordinate a site visit by Proho's representative for verification;
confirm the seller's willingness to transact under the Proho model and provide access to the property for inspection.

(d) Failure to provide the complete details with unit video at the time of submission shall result in:

denial of lead ownership to the Sourcing CP; and/or
reassignment of the lead by Proho at its sole discretion.

5.2 Sourcing Offer Communication and Seller Confirmation

(a) Upon evaluation of the property, Proho shall communicate an offer to the Sourcing CP.

(b) The Sourcing CP shall communicate the offer to the seller and obtain the seller's acceptance, rejection, or counter-offer, and shall arrange a confirmation call/meeting between Proho and the seller.

(c) The seller's response and confirmation/negotiation interaction shall be completed within seven (7) days from the date of offer communication.

(d) Failure to complete this stage within the prescribed timeline shall result in automatic lapse of the offer and/or de-registration or reassignment of the lead, without any claim by the Sourcing CP.

(e) Proho's determination regarding seller intent and lead status shall be final and binding.

5.3 Selling CP Attribution

(a) For the purpose of commission eligibility and role assignment, the Channel Partner who successfully facilitates the buyer token payment for a Proho unit shall be formally recognized as the Selling Channel Partner for that transaction.

(b) Once the buyer token has been received through the efforts of a Channel Partner, the Selling CP attribution shall be deemed final and shall not be subject to change, reassignment, or dispute, except in cases of proven misconduct, fraud, or material breach of this Policy, as determined by Proho.

6. Commission and Payouts

6.1 Sourcing CP Commission

50% payable upon execution of AMA
Remaining 50% payable upon Deal Closure

6.2 Selling CP Commission

100% payable upon Deal Closure.

6.3 Disclaimer

Proho reserves the right to withhold, adjust, or forfeit commission in case of breach, delay, misconduct, or deal failure attributable to the CP.

7. Accountability for Delays and Deal Failure

7.1 If a Transaction is delayed beyond the interest-free period of the ATS/AMA timeline or fails due to seller-side issues attributable to the Seller or Sourcing CP, Proho may withhold or forfeit the balance sourcing commission.

7.2 If a Transaction is delayed beyond the interest-free period of the ATS timeline or fails due to buyer-side issues attributable to the Buyer or Selling CP, Proho may withhold or forfeit the balance selling commission.

7.3 Proho's determination of responsibility shall be final and binding.

8. Compliance, Ethics, and Confidentiality

The CP shall act in good faith, with due diligence, and in compliance with applicable laws.
The CP shall maintain strict confidentiality of Proho's data, pricing models, and processes.
The CP shall not engage in any misrepresentation, inducement, or unethical practices.

9. Suspension and Termination

9.1 Proho may suspend or terminate the CP's engagement, with or without notice, in case of:

breach of this Policy;
Failure to meet TAT;
fraud, misrepresentation, or misconduct;
actions prejudicial to Proho's interests.

9.2 Upon termination, the CP shall have no right to claim commission except as expressly approved by Proho.

10. Proho's Discretion

Proho shall have absolute discretion in interpretation and enforcement of this Policy.
Proho may amend this Policy from time to time.

11. Governing Law and Jurisdiction

This Policy shall be governed by the laws of India. Courts of Gautam Buddha Nagar shall have exclusive jurisdiction.