Terms of Referral
Last updated July 24th, 2022

 
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 Recur Club Technologies Private Limited (“Recur”, “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) “Privacy Policy” means privacy policy available on the Website.
        (c) “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.

2. Applicability

 2.1.  This Agreement shall apply to you as soon as you register on the Website as a ‘Partner’ or ‘Recur Partner’
(“Partner”) for the Purpose.  

 2.2.  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.

 2.3.  We will have the sole discretion in limiting/ providing / restricting/ modifying any  service available to
You on the Website.

3. Referral eligibility and conditions

 3.1.  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.  

 3.2.  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.

  3.3.  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
agree and consent to this Agreement, Terms of Use and Privacy Policy available on the Website. You shall not
sell, transfer or otherwise allow third parties to access your Account.

  3.4.  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.

  3.5.  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

  4.1.  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  

  5.1.  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.

  5.2.  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.

  5.4.  The fee contemplated in this clause 5 may be revised by the Parties with mutual written consent.

  5.5.  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

 6.1.  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.

7. Confidentiality

  7.1.  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.

 7.2.  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.

 7.3.  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

  8.1.  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.

  8.2.  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

  9.1.  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.

  9.2.  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.

  9.3.  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

  10.1. 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.

 10.2. 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

  11.1. 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.

  11.2. 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.

12. Miscellaneous

  12.1. 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.

 12.2. 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.

  12.3. 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. 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.

  12.5. 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.

  12.6. 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.

  12.7. If you have any queries, complaints or wish to discuss the transactions contemplated hereunder, please
contact us at support@recur.club

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed and delivered by their duly authorised representatives.