Effective Date: 1st April 2025
Thank you for your interest in participating in the Partnership Referral Program (“Program”). By participating, you agree to abide by the following terms and conditions:
This Program is open to legally recognized business entities with the ability to contract in India. The entities authorized by Recupray to participate in the program are eligible for rewards under the Program.
Partnership Scope and Purpose
The purpose of this partnership is to foster mutual growth through co-marketing, product integration, and support for one another’s SaaS offerings. The Partner agrees to promote and support the Company’s products as outlined in this Agreement.
- Company’s Role: Provide access to necessary resources, training, and marketing materials to enable Partner success.
- Partner’s Role: Accurately represent and promote the Company’s offerings to potential customers, adhere to brand guidelines, and avoid any unauthorized claims.
- Branding Compliance: Partner shall use Company’s trademarks, logos, and marketing materials only as provided or approved in writing by the Company. Unauthorized use or modification of branding assets is strictly prohibited.
- Joint Marketing Efforts: Both Parties may collaborate on joint marketing efforts such as co-branded campaigns, webinars, or events, contingent upon mutual written agreement.
4. Intellectual Property
- Confidential Information: All information exchanged during this partnership, whether oral or in written form, belonging to the parties or to a 3rd party to whom confidentiality obligations are owed by either party, that is not public knowledge is considered confidential. Both Parties agree not to disclose or use confidential information for any purpose other than the partnership itself.
- Term of Confidentiality: This confidentiality obligation remains effective during the partnership term and for two (2) years post-termination.
- Referral Fees and Payments: If applicable, the Company will compensate Partner for leads or referrals according to the payment terms outlined in this Agreement. Referral fees will be paid quarterly/monthly based on actual sale. Reporting: Partner shall provide timely and accurate reports on referral or lead activity as required by the Company.
8. Invoicing and Payments: All invoices issued by the Partner must set out the various taxes that are charged including but not limited to the GST. All invoices must be issued in accordance with the applicable laws and should be sent to the Company, in accordance with the timelines under Schedule I.
- Legal Compliance: Partner agrees to comply with all applicable laws and regulations while promoting the Company’s products and services and or in the execution of any other obligation under this Agreement. .
- Professional Conduct: Partner shall act in a manner that upholds the reputation of both Parties and adheres to ethical business practices.
- Recurpay shall not be liable for any losses, damages, or costs incurred by entities participating in the program.
- The participating party/Partner represents and warrants that: (a) it shall perform its obligations under this Agreement in a professional manner and in accordance with the level of professional care customarily observed by professionals and shall at all times act reasonably and in the best interests of other Party; (b) that it shall pay the Consideration to the other Party as agreed under this Agreement (c) it and its personnel shall comply with all applicable laws and orders of any governmental authority having jurisdiction over performance of the Services, and holds and comply with all required licenses, permits and approvals as required under such applicable law and (d) make known to its existing client(s) about service(s) offered by respective Party, as per the product description documentation or mandate, if any, provided by other Party (e) Both Parties acknowledge that the products and services are provided "as-is" and disclaim all implied warranties, including merchantability and fitness for a particular purpose.
- Indemnification: By participating in the Program, each referring entity agrees to indemnify, defend, and hold harmless Recurpay, the Partner, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, expenses, and costs (including reasonable attorney’s fees) arising out of or related to:
This indemnification obligation survives termination or expiration of the Program and these Terms and Conditions
.Indirect Losses: Even if advised, neither Party will be liable for indirect, special, incidental, consequential, exemplary, or punitive damages, including costs of procurement of substitute services, damages for loss of data, loss of goodwill, or loss of business, under this Agreement, any Scope Of Work, or any theory of contract or tort (including negligence and strict liability). Recurpay's maximum aggregate obligation shall not exceed the month preceding the claim, regardless of this Agreement.
Both parties agree that violating this Agreement's obligations/representations and warranties shall result in liquidated damages. Any party that fails to meet its obligations/representations and warranties in this Agreement, unless induced by force majeure, must pay the other party damages to put it in the same position as if the contract had been completed. Recurpay may deduct Partner monthly invoice liquidated damages. Liquidated damages shall be capped
- Governing Law: This Agreement shall be governed by the laws of India.
- Dispute Resolution: In the event of a dispute, both Parties agree to attempt to resolve the issue amicably through negotiation. If a resolution cannot be reached, disputes will be handled through arbitration in Bangalore.
16. Miscellaneous Provisions: