Terms & Conditions
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Definition and Interpretation
1.1 Definition
1.1.1 “Applicable Law” includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bylaws, regulations, notifications, guidelines, policies, protocols, treaties, codes, directions, directives, and orders of any Governmental Authority.
1.1.2 “Confidential Information” shall mean and include any information disclosed by the Disclosing Party to the Receiving Party directly or indirectly, whether in writing, orally, or otherwise such as, but not limited to information, data, and other material (both written and oral) which may be proprietary and/or confidential to the Disclosing Party including, without limitation, in relation to employee lists, list of products, methods and operating techniques, procedures and methods, sales, advertising and marketing methods, development and service methods, business techniques, business data, terms and conditions of contracts and transactions and/or any information directly or incidentally connected to any Intellectual Property Rights irrespective that the information or materials should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used.
1.1.3 “Indemnifying Party” shall have the meaning as given in clause 7.1 of this agreement.
1.1.4 “Indemnified Party” shall have the meaning as given in clause 7.1 of this agreement.
1.1.5 “Prospective Client” shall refer to those clients who the Referral Partner will procure for the business interest of First Party.
1.1.6 “Referred Client” shall have the meaning as given in Clause 3.1 of this Agreement.
1.1.7 “SEBI” shall stand for Securities and Exchange Board of India.
1.2 Interpretation
1.2.1 words of any gender include each other gender;
1.2.2 words using the singular or plural number also include the plural or singular number, respectively;
1.2.3 the terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Agreement and not to any particular clause, article or section of this Agreement;
1.2.4 headings and captions are used for convenience only and shall not affect the interpretation of this Agreement;
1.2.5 references to Recitals, Clauses, sub-clauses, Sections, sub-sections, Schedules, Annexures and Appendices shall be deemed to be a reference to the recitals, clauses, sub-clauses, Sections, sub-sections, schedules and appendices of this Agreement;
1.2.6 any reference to any statute or statutory provision shall include:
(i) all subordinate legislation made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated);
(ii) such statute or provision as may be amended, modified, re-enacted or consolidated;
1.2.7 the word “including” herein shall always mean “including, without limitation”;
1.2.8 the Schedule, Annexures and Exhibits to this Agreement form an integral part of this Agreement;
2. Referral Relationship
2.1 Referrals. Referral Partner may on a non- exclusive refer potential clients or customers to First Party who express an interest in First Party Services in any form and manner as prescribed by First Party
2.2 Acceptance of Referrals. First Party reserves shall have the sole discretion to accept or decline any referral made under this Agreement. First Party shall not be obligated to enter into any contract or agreement with a Referred Customer.
3. Representation and Warranties by the Referral Partner
3.1 The Referral Partner shall ensure that the Referred Client is known to him/her prior to making the reference to the First Party
3.2 The Referral Partner shall itself perform its obligation under this Arrangement and shall not assign, transfer or sub-contract any of its rights and obligation under this Arrangement except with prior written permission of First Party.
3.3 The Referral Partner agrees not make any representations or statement concerning schemes/ products of the First Party or the business of the First Party to the Referred Client on behalf of the First Party. However, the Referral Partner may use the information issued by the First Party to help procure the Referred Client.
3.4 In case the prospective client has any queries or requires any further information regarding the First Party, then the Referral Partner shall immediately revert these queries to the First Party rather than taking it upon himself/herself to answer these queries.
3.5 Under no circumstances the Referral partner shall represent himself/ herself as the agent or employee of the First Party nor display or use the Logo or name of the First Party to procure prospective clients.
3.6 Referral Partner while providing Referred Clients to the First Party shall not violate any Provisions, Rules, Regulations and Laws of the Country.
3.7 Under no circumstances the Referral partner shall represent himself/ herself as the agent or employee of the First Party nor display or use the Logo or name of the First Party to procure prospective clients.
3.8 Referral Partner while providing Referred Clients to the First Party shall not violate any Provisions, Rules, Regulations and Laws of the Country.
3.9 The Referral Partner agrees that any future references received from the Referral Partner’s Referred Client shall not form part of this Agreement and the Referral Partner shall not be entitled to claim any payout for the same. Further, the First party shall also not be duty bound to disclose to the Referral Partner about receiving any information or references from the Referred Client.
3.10 Prohibition of Social Media Usage:
(i) The Referral Partner acknowledges and agrees that, during the term of this Agreement, he/she shall refrain from utilizing social media platforms for the purpose of promoting, advertising, or endorsing the First Party or any products or services offered by the First Party. Social media platforms include but are not limited to Facebook, Twitter, Instagram, LinkedIn, Snapchat, YouTube, and any other similar platforms.
(ii) The Referral Partner understands that any promotion of First Party products or services or the First Party itself through social media may cause confusion or misrepresentation of the Company's brand, values, or offerings. Therefore, the Referral Partner agrees not to engage in any form of social media promotion related to the Company without prior written consent from the Company.
(iii) The Referral Partner further acknowledges that any violation of this provision may result in termination of this Agreement and may subject the Referral Partner to legal action or other remedies available to the First Party.
(iv) Any Violation of sub clause a) to c) of this clause shall survive the termination or expiration of this Agreement.
4. Compensation
4.1 Payment. If a Referred Client engages the services of the other party, the First Party shall pay a referral fee to the party making the Referral Partner in accordance with the fee structure outlined in Exhibit A attached hereto.
4.2 Payment Terms. Payment of referral fees shall be made for 3 years and the payouts shall be made in every subsequent Calender Quarter plus 1 (One) month as per the manual that will be shared after acceptance of the terms and conditions.
4.3 The rates of referral fees are subject to revision by First Party from time to time and the Referral Partner shall be bound by the said revisions.
4.4 The payout under this clause shall be limited only to the Referred clients (Subject to conversion into business) by the Referral Partner.
Proviso, for the purposes of this clause 4.4 the Referred Client can include a family consisting of Husband, Wife and dependent children.
4.5 First Party may at its sole discretion decide not to pay such referral fee to the Referral Partner with respect to any client(s).
4.6 The commission/fees payable to the Referral Partner will be governed by the norms specified by SEBI/ relevant regulator, if any, from time to time.
4.7 In the event any discrepancies / excess payment to Referral Partner is given on account of an error, then the Referral Partner shall reimburse such excessive amounts to First Party, failing which First Party shall be entitled to adjust the same from the referral fees to be paid by First Party to the Referral Partner in the subsequent fees to be paid.
4.8 All payments to be made out to Referral Partner under the terms of this Agreement shall be subject to the deduction of all applicable Taxes.
5. Term and Termination
5.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party with written notice to the other party.
5.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon [Specify Notice Period, e.g., 30 days] written notice to the other party.
5.3 Termination for Cause. Either party may terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement.
5.4 n case of termination by First Party, any outstanding payment shall be forfeited by the Referral Partner.
5.5 In the event of a mutual termination of the agreement this Agreement shall continue till all outstanding payments of the Referral Partner are not cleared, however all obligations of the Referral Partner shall stand terminated on the day of termination of Agreement.
6. Confidentiality
6.1 The Receiving Party shall use the Confidential Information disclosed by the Disclosing Party solely for the purpose of its respective obligations under the Agreement. Except with the prior written consent of the Disclosing Party, the Receiving Party shall not disclose any Confidential Information of the Disclosing Party other than on a need-to-know basis to its own directors, employees, attorneys, accountants etc. The Confidential Information shall at all times remain the Disclosing Party’s property and shall not be copied or reproduced by the Receiving Party without prior written consent of the Disclosing Party.
6.2 The Receiving Party agrees and undertakes not to disclose either directly or indirectly, to any person(s) or entity, any Confidential Information of the Disclosing Party which is commercially sensitive or disclosure of which would adversely affect the Disclosing Party.
6.3 The Provision under this clause shall survive the termination of this Agreement.
6.4 The obligation of confidentiality contained in this clause shall not apply in the following circumstances:
(a) that which is or becomes generally available in the public domain other than by the Receiving Party’s breach of this Agreement;
(b)that which was previously known, as established by records of the Receiving Party prior to receipt from the Disclosing Party and in possession of the Receiving Party prior to the Execution Date of this Agreement;
(c) that which was lawfully obtained by the Receiving Party from a third party;
(d) that which was developed independently by the Receiving Party without reference to the Confidential Information provided by the Disclosing Party;
(e) that which is disclosed or released in the public domain by the Receiving Party with the prior written approval of the Disclosing Party; or
(f) that which is required under Applicable Law or by any court or Governmental Authority to be disclosed, in which case the Receiving Party shall provide prompt notice of such request or requirement to the Disclosing Party.
7. Indemnification
7.1 First Party hereby agrees, acknowledges and confirms that it has agreed to enter into this Agreement in reliance on the representations, warranties, undertakings and covenants made by the Referral Partner. The Referral Partner (“Indemnifying Paty”) hereby agrees to keep indemnified First Party, including its affiliates and their respective directors, officers, employees, agents and representatives (the indemnified party and each such Person being an “Indemnified Party”) from and against, any and all losses, claims, costs and expenses, penalties, Taxes, damages and liabilities, including Third Party Claims for damages, incurred on account of:
(a) breach or non-performance by Referral Partner of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement;
8. Dispute Resolution
8.1 All or any disputes arising out of or in relation to the terms of this Agreement including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties shall be settled amicably by mutual discussions to the extent possible by prompt and good faith negotiation between Parties.
In the event Parties fail to reach an amicable settlement as per clause 8.1 above, the dispute shall be referred to a sole arbitrator mutually appointed by both Parties for adjudication as per the Arbitration and Conciliation Act, 1996 or any statutory amendments/modifications thereto for the time being in force. The award of the arbitrator shall be final and binding upon the Parties. The arbitration shall be held at Gurgoan and proceedings shall be conducted in English. The Parties shall bear their own expenses for the arbitration. All administrative costs of the arbitration, including fees of the mutually appointed arbitrator shall be equally borne by the Parties.
This Agreement shall be governed by and interpreted in accordance with laws of India and Parties hereto submit to the exclusive jurisdiction to the courts at New Delhi.
9. Miscellaneous
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, or representations.
9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.
9.3 Amendments. Any amendments to this Agreement must be made in writing and signed by both parties.
Exhibit A: Fee Structure
The above payouts are on the basis of the revenue earned and subject to the other terms and conditions mentioned in the Agreement.