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 platform (“Platform”) and related services offered by Founderlink Technologies Private Limited (“Founderlink”, “we”, “us”, “our”) (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 ‘Founderlink 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.
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 specified in Schedule 1 below (Pricing Schedule).
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
Founderlink 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 Founderlink’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. 12.4.
Client Authorisations: The Partner represents and warrants that it isauthorised to, on behalf of the Client: (a)
to collect and submit KYC (know your customer) data in accordance with therequirements of the Platform. Further, the Partner has taken appropriateconsents from the Clients to enable potential capital providers to makedisclosure of any information relating to the Client, its directors or partnersincluding personal information and details in relation to loan, defaults, security,etc. to credit information companies and / or any other governmental, regulatory,statutory or private agency or entity, Reserve Bank of India, banks and financialinstitutions, credit bureaus, Credit Information Bureau of India (CIBIL), ratingagencies and third party service providers, who may need, process and publishthe information in such manner and through such medium as it may be deemednecessary by the publisher / capital provider / RBI, including publishing thename as part of wilful defaulter's list from time to time, and also use the same forKYC information verification, credit risk analysis, and for other related purposes. (b)
to access / receive the credit information of the Clients, its directors or partnersfrom Credit Information Bureau of India (CIBIL) and other credit informationcompanies, and has received the unconditional consent of the Client and itsdirectors or partners, to enable such bureaus to provide such credit informationto the potential capital providers. (c) to set up an Account of the Client on the platform and do such acts and submitsuch data, as is required in order to submit a formal application for seekingfinancing on the Platform.
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 firstname.lastname@example.org