Please refer to the following terms of the referral agreement (“Agreement
”) before using our website
www.recurclub.com (“Website”) for the purpose of referring Clients (as defined below) to the online technology
”) and related services offered by Recur Club Technologies Private Limited (“Recur
”) (such purpose, “Purpose”). Use of Website includes browsing, accessing, downloading, registering,
referring, linking, endorsing or any other use for the Purpose. By using the Website for the Purpose, you agree
with the terms of this Agreement and shall be bound by the terms of the Agreement. You shall not use our Website for the Purpose if you do not agree with any of the terms of this Agreement. 1. Definitions 1.1.
The following definitions apply to the terms and conditions set out below that govern this Agreement
between You and Us: (a)
“Applicable Law” or “Law” means any applicable laws, statute, enactment, act of legislature, by-
laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and
judgments, regulation, notification, directives, order or other pronouncement of any government or governmental
authority, tribunal, arbitral tribunal, court, or recognized stock exchange, including any other pronouncement
having the effect of law. (b)
“You” or “your” means the user, whether incorporated or not, who signs up on the Platform as a
Partner, or such user’s authorised agent, officer or employee. (d)
“Your Clients” or “Clients” means body corporates, unincorporated entities and/or individuals
which are listed or registered with You or to whom You have access.
This Agreement shall apply to you as soon as you register on the Website as a ‘Partner’ or ‘Recur Partner’
(“Partner”) for the Purpose.
If You do not intend to be bound by this Agreement, You shall not avail the use of the Website available
to Partners for the Purpose. By signing up or registering on the Website as a Partner, You agree that the use of
the Website shall be at your own risk.
We will have the sole discretion in limiting/ providing / restricting/ modifying any service available to
You on the Website.
3. Referral eligibility and conditions
Partner shall be an individual or an entity existing validly under the Laws of India, and competent to
enter into a valid and binding agreement in India.
You shall have the sole responsibility to comply with the requirements under the Applicable Laws. We
shall have the authority to terminate your services if you are found in breach of any Applicable Law.
To engaged with Us for the Purpose, You are first required to register on the Website by creating Your
account (“Account”). We may perform certain verifications to confirm your identity and veracity of the
information provided by You to create an Account on the Website. By creating your Account on the Website, you
sell, transfer or otherwise allow third parties to access your Account.
We shall have the right to suspend or block your Account if it has reasonable grounds to believe that
there may be a breach in the security of your Account or we suspect any unauthorised or fraudulent use of your
Account or when required by Law. We shall remove such block or provide you with a new Account as soon as
reasons for such discontinuance cease to exist.
You shall keep the details of your Account secure and shall not share it with any third person. You shall
change the password of your Account every 6 (six) months. You shall ensure that your Account password is strong and includes letters, digits and special characters. You shall use your Account with reasonable care such that any third person cannot see or overhear your Account details.
4. Referrals by the Partner
You agree to refer: (a) Your Clients (which shall be companies or limited liability partnerships) that are
seeking alternative modes of financing, to our Platform for the purpose of enabling such Clients to avail the services offered by the Platform; and/or (b) Your Clients which are entities or high net-worth individuals to our Platform for the purpose of deploying such Client’s capital on opportunities presented on the Platform (as the case may be).
5. Referral fees
If Your Clients deploy capital on the Platform, for each tranche of capital deployed by such Client during
the first six months of the Client’s onboarding, We shall pay You a fee computed at the rate of 0.5% of such
capital deployed by Your Client.
If Your Clients are onboarded to the Platform for the purpose of seeking financing, for each drawdown
of funds made by such Client through the Platform, We shall pay You a fee computed at the rate of 20% of the
gross revenue billed by Recur to such Client during the first three months of the term of the underlying transaction, it being clarified that such revenue shall be calculated after accounting for payment of applicable taxes. 5.3.
The fee payable by Us to You in accordance with this Agreement shall be paid on a quarterly basis.
The fee contemplated in this clause 5 may be revised by the Parties with mutual written consent.
You shall be entitled to invoice Us for goods and service tax payable to Indian tax authorities as per the
Applicable Laws, for fee payable in accordance with this Agreement.
6. Representations and Warranties
You hereby represent and warrant to Us that: (a) You have the full capacity, power and authority to enter
into, deliver and perform the Agreement; (b) where applicable, all actions on Your part necessary for the
authorisation, execution and delivery of, and the performance of Your obligations under this Agreement have been duly taken and obtained; (c) You are duly incorporated and validly existing under Applicable Laws, where applicable, and have the necessary power and authority to carry on its business as it is currently being conducted; and (d) the execution, delivery and performance (or any of the foregoing) by You of the Agreement and Your obligations hereunder constitute a valid and legally binding obligation on Your part, enforceable in accordance with its terms and will not: (X) conflict with or result in any material breach or violation of any instrument, contract or other agreement or arrangement; (Y) result in a violation or breach of or default under any applicable law; or (Z) violate any order, decree or judgement against, or binding upon, You.
Each party to this Agreement (“Receiving Party”) shall keep confidential all Confidential Information
relating to the other Party (“Disclosing Party”) or the Disclosing Party’s clients, and shall not use such
Confidential Information of the Disclosing Party or its clients for any purpose other than for the Purpose. The
Receiving Party shall not make copies of any such Confidential Information or any part thereof except as required under this Agreement and it shall disclose such Confidential Information to only those employees, directors, officers, consultants and personnel for whom it is necessary for the performance of the obligations contained herein, on a “need to know” basis. The Receiving Party shall use the same degree of care, precautions and measures that it uses to protect the confidentiality of its own proprietary and Confidential Information, which shall not in any event be less than measures considered reasonable to protect such information.
Notwithstanding anything set out in this clause 7, Receiving Party shall be entitled to disclose
Confidential Information for the following purposes: (a) to the extent that such Confidential Information is: (i) in
the public domain other than by breach of this Agreement, (ii) validly received by the Receiving Party without
breach of any obligation owed to the Disclosing Party, and/ or (iii) is lawfully in the possession of the Receiving
Party prior to disclosure by the Disclosing Party; (b) to the extent that such Confidential Information is required
to be disclosed by any applicable law or required to be disclosed to any governmental authority, provided that the Receiving Party shall to the extent practicable and legally permissible: (i) give the Disclosing Party reasonable notice of such requirement; and (ii) reasonably co-operate with the Disclosing Party to obtain confidential treatment for the Confidential Information disclosed pursuant to such requirement; and (c) to the extent that any information, materially similar to the Confidential Information, shall have been independently developed by such Receiving Party without reference to any Confidential Information furnished by the Disclosing Party.
For the purpose of this Agreement, the term “Confidential Information” means all information (in any
format including graphic, written, electronic or machine-readable form and on any media) which is confidential
and proprietary to a Party or its clients (including information of value or significance to a Party or its clients such
as their intellectual property, trade secrets, content, data, techniques, plans, designs, programs, customer and supplier information, organisational structure, financing relationships or terms, service provider or vendor relationships and terms thereof, processes, know-how, methodologies, or other information not in the public domain pertaining to the business or affairs of such Party or its clients) and this Agreement and the transactions contemplated hereby, which may be disclosed or exchanged between the Parties in connection with the Purpose.
8. Intellectual property
Recur and its licensors retain all rights, title, interest and ownership of the intellectual property rights in
and to Our Website and/or the Platform including upgrades, copies, improvements, enhancements, derivative works and modifications thereof. We shall not be deemed to have granted to You any rights, title, interest or license in or to Our Website and/or the Platform. You hereby agree not to take any action that would prejudice or interfere with the validity or ownership of Our Website and/or the Platform or Recur’s or its licensors’ intellectual property rights thereto or therein.
Notwithstanding the foregoing, each Party hereby acknowledges and agrees that the other Party shall be
entitled to use such party’s name or brand name, logo and trademark for: (a) its obligations set out hereunder; and (b) with consent of the other Party, any other purpose.
9. Term and termination
This Agreement shall be binding and applicable to You till your Account on our Website is
deactivated/deleted by You or Us. Deactivation or deletion of your Account will terminate our relationship with
You and You can no longer avail the Website.
Either party may terminate this Agreement by giving a prior written notice of 30 (thirty) days to the other
party. Either Party (“Non-Defaulting Party”) may, at its sole discretion, terminate this Agreement by providing a
written notice to the other Party (“Defaulting Party”) if the Defaulting Party breaches the terms of this Agreement
and such breach is not remedied by the Defaulting Party within a period of 7 (seven) days from receipt of the
written notice informing the Defaulting Party of such breach. In the event of dissolution, liquidation or winding
up of either Party during the term of this Agreement, this Agreement shall stand terminated with immediate effect from the date of such an event, which for the purposes of this particular event shall be considered as the date of termination thereof.
Termination of our relationship with You shall not affect the following: (a) obligation or liability accrued
prior to the date of termination, all of which obligations and/or liabilities shall continue to be discharged in the
manner set out herein or therein (as the case may be); and (b) provisions of this Agreement that shall by their very nature survive the termination of this Agreement with respect to our relationship with You. The right to terminate this Agreement shall be without prejudice to all rights and remedies available to the Parties under Applicable Laws, including without limitation, the right to seek, as an alternative to termination, specific performance of the obligations under this Agreement.
10. Indemnity and limitation of liability
You shall indemnify, defend and hold harmless, Us, Our employees, directors, affiliates and agents, from
and against any direct losses (including reasonable and documented attorney fees and expenses), claims, demands and actions of any nature whatsoever which may, at any time, arise out of or result from: (a) any inaccuracy or breach of any of Your representations or warranties made herein; and/or (b) fraud, gross negligence, wilful default or breach of Your obligations under this Agreement.
Our maximum liability hereunder (regardless of form of action, whether in contract, negligence or
otherwise) shall not exceed the particular payment collected from You for the service that gives rise to such liability. Neither party shall be liable for any incidental, indirect, special or consequential damages (including lost profits or lost revenues) under this Agreement, regardless of whether such liability arises in tort, contract, breach of warranty or otherwise.
11. Governing law and dispute resolution
This Agreement shall be governed by, and interpreted in accordance with, the laws of India. Subject to
clause 11.2 below, the courts in New Delhi, India shall have exclusive jurisdiction over all matters arising pursuant
to this Agreement.
Any dispute, controversy or claim arising out of or in connection with this Agreement (“Dispute”) shall
be referred to and finally resolved by arbitration in accordance with the provisions of the (Indian) Arbitration and
Conciliation Act, 1996. Each party shall appoint an arbitrator within a period of 10 (ten) days from the date on
which written notice to initiate arbitration is delivered by the disputing party, and the arbitrators so appointed
shall then mutually appoint a third, independent arbitrator. The seat for arbitration shall be in New Delhi and the
language for arbitration shall be English. The arbitration award shall be final and binding and shall be enforceable in a court of law with jurisdiction.
This Agreement and the rights and liabilities hereunder shall bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto. Neither this Agreement nor any right or interest hereunder will be assignable by You without Our prior written consent.
If any provision of this Agreement, or its application, is held invalid by a court of competent jurisdiction,
the remainder of this Agreement, and the application of such provision to persons, or circumstances other than
those with respect to which it is held invalid, will not be affected.
No waiver of any breach of any provision of this Agreement nor failure and / or delay in exercising any
right, power, privilege or remedy shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof or in any way impair or affect the exercise of such right, power, privilege or
remedy, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving party.
Save and except the terms set out in clause 5, We may revise or replace this Agreement any time after
providing you a notice and such revised or replaced agreement shall be updated on the Website. We shall notify on the Website if the existing Agreement has been revised or replaced. You shall be liable to ensure that you are aware of the latest version of this Agreement available on the Website. You shall immediately terminate this Agreement if you do not agree with the revised agreement. If you continue using the Website as a Partner after this Agreement is revised, then You shall be bound by the revised agreement.
This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersede any prior arrangements, whether oral or written, relating to such subject matter. Each party acknowledges that it has not relied upon any representation, warranty or covenant, express or implied, in entering into this Agreement, other than those expressly contained under this Agreement.
Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership between
the parties, and no party shall hold itself out as an agent for the other party or any of them.
If you have any queries, complaints or wish to discuss the transactions contemplated hereunder, please
contact us at email@example.com
IN WITNESS WHEREOF
the Parties hereto have caused this Agreement to be duly executed and delivered by their duly authorised representatives.