TERMS AND CONDITIONS

PURPOSE. PromptTech middle East Pvt ltd (herein the Company and its subsidiaries collectively called as PromptTech as and when applicable), is in the business of providing Software development solutions, Online marketing, Digital branding, , software and web development, mobile application development, IT and Non- IT outsourcing etc.

The Company wishes to gain additional clients or customers for better business and market growth thus agrees to enter into referral partner scheme or agreement, wherein referral partner shall be similar to affiliate or an entity who is willing to work for the company, herein called as “ Partner” throughout the agreement. The referral partner is in a position to refer potential clients or customers to the Company. Thus, PromptTech Middle East Pvt Ltd shall be the responsible principal as per this arrangement for any Business terms and modifications.

Please note that referral works as an affiliation and not agent. Therefore, the company refrain from promotions and activities that may intervene the market. Thus, the partner shall be subjected to his fees and company shall ensure binding of terms accordingly. 

REFERRAL ARRANGEMENT. Upon the Effective Date of this Agreement, the partner may, from time to time, refer potential clients to the Company on case-to-case basis. The Company will pay the partner a prescribed fee for all these referrals upon the closing of the deals provided the referral fee agreement is signed prior the signing and closing of the deals accordingly.

This agreement hereby shall supersede all prior agreements with connection to or in the name of PromptTech Middle East Pvt Ltd, PromptTech Middle East Software House LLC and its subsidiaries, wherein PromptTech Middle East Pvt Ltd reserves all the rights of business, production and ownership.  It is hereby acknowledged impliedly that the agreement holds PromptTech Middle East Pvt Ltd the owner whereas the subsidiaries, associates shall be connecting parties.

REFERRAL OF PROSPECTS. It is hereby implied that the referral partner agrees to refer any potential client for the company.

3.1 The partner or an entity acting as a referral, hereby agrees that he shall refer any Prospects he may come across during his day-to-day activities to PromptTech through associate portal

3.2 Upon receipt of a Prospect through associate portal, Company shall promptly inform the partner, if such Party has accepted the terms of services and signed service agreement with Company then it shall notify the partner of the successful completion of the transaction.

3.3 Upon the introduction of the prospects, and successful closing of the deal & completion of the job, the partner will be entitled for the referral fees which can be customized on case-to-case basis accordingly and as per the terms of company.

3.4 The partner can choose to discuss the commission amount on case-to-case basis depending on scope of work and type of company registration that is certain deals may be negotiable for the partner to earn referral fees as per the Company policy and the total discretion of the company for such fees allocation.

 DURATION. The validity period of this Agreement is for ONE YEAR from the date when the referral partner agreed to enter into the terms of this agreement. Upon expiration of the said period, the agreement shall be automatically renewed for the same duration unless terminated by either of the party provided with a 7 days’ notice period, written and duly notified by any manner by the referral partner. The company may terminate this Agreement at any time with prior 15 days written notice or intimation by any manner to the partner respectively.

BINDING EFFECT. The said terms and conditions establish the relationship of referral partner and the company as:

5.1 The relationship between Company and the referral partner is as affiliation and  does not or shall not be deemed to create any partnership, joint venture, franchise, employment, or similar relationship between them.

5.2 The referral partner has no implied or express authority to act on behalf of PromptTech or bind PromptTech to third parties in any manner other than or as for providing services to the prospective clients.

NON-DISCLOSURE The terms below claim the disclosure terms which the partner shall adhere to on case-to-case basis.

6.1 The partner acknowledges that during the term of this Agreement will have access to, gain knowledge of and/or be entrusted with Confidential Information belonging to the Company  and that the improper disclosure of that Confidential Information could result in endangering the PromptTech Business, losing its competitive edge in a material and significant area and/or causing the it certain serious financial or reputational loss and/or be detrimental to the company.

6.2 The partner is not granted any right to use any of the PromptTech trademarks or logos in conjunction with the sales and promotions of Partner’s services if any. Under no circumstances is a trademark to be used as part of partner’s self-motives and profits for his name as a personal benefit.

6.3 During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the partner in order for the partner to seek out potential referrals.

6.4 The Partner or affiliate will not share any of this proprietary information at any time without any prior intimation to the company.

6.5 This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either of the Party.

CONFIDENTIALITY. During the course of this Agreement, it may be necessary for the Company to share proprietary information, including the trade secrets, industry knowledge, and other confidential information, to the partner in order for the them to seek out potential referrals thereby PromptTech undertakes to share the information for such purpose with proper disclosure and information intimation and the terms shall be strictly implied to the referral partners, affiliate, or an entity who shall be in this capacity for that matter. Any misuse, misrepresentation shall directly lead to the cancellation of the referral membership by PromptTech and in grave scenario of reputational or informational losses the partner shall bear the costs against the losses incurred by PromptTech.

VALIDITY AND TERMINATION. This Agreement may be terminated at any time by either Party upon prior 15 days written notice to the other Party. Upon termination, the Company shall pay the partner and or affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid. .

ASSIGNMENT. This Agreement may not be assigned to a third party or any connected person in whole or in part, without the prior approval and written consent of PromptTech.

REPRESENTATION AND WARRANTIES. Partner represents that he is in full authority to enter into this Agreement. In no manner PromptTech shall perform the warranties and will not take indemnification and rights of compensation solely. It is hereby expected that the partner shall oblige the terms and will not violate or infringe upon the rights of PromptTech or violate any other agreement between the parties collectively. The right of representations is equitable with respect to the Company.

INDEMNITY. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

LIABILITY AND LIMITATION. This agreement lays down the limitation upon the referral partners as against PromptTech ( herein, The Company):

12.1 A Partner, affiliate or any connected person, will have collective liability towards either party arising out of or in relation with  the agreement, including without limitation on account of performance or non-performance of obligations hereunder, regarding of the form of the cause of action, whether in contract (including without limitation negligence), statute or as otherwise.

12.2 Under no circumstances shall one party be liable to each other for any damages resulting from or out of whole or in parts of this agreement such as but not limited to loss of revenue or anticipated profits or loss of business , or delayed costs or failure of delivery, which are not related to or the direct result to the party’s negligence or breach.

12.3 the partner shall act as an affiliate to the point of sales of the company and shall not be a representative, executive of the company in any manner thereby, the company herein holds referral partner as the part of agreement as a member and he shall be liable to the extent of reputational and informational losses to the company and not any third-party defects during point of sales neither PromptTech holds itself liable in any manner for any misuse, wrong deliverables, defects in products through local vendors which are for the purposes of sales to the clients.

SEVERABILITY. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

WAIVER. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

LEGAL FEES. In the event of a dispute resulting in legal action, the entitled Party will be entitled to its legal fees provided it is being ordered by the respective court and has legal recognition to it. The parties shall be subjected to the other incumbrances if any.

LEGAL BINDING AGREEMENT. This Agreement is legal and binding between the Parties as stated above. PromptTech Middle East Pvt Ltd reserves all the legal and business Right and thus the Court of Jurisdiction is solely with India at Thiruvananthapuram, Kerala , India. Wherein further  the subsidiaries of the company may step in as legal entity for client resolutions as and when required for the claims based on nature of dispute. The final decisions and claims shall be stamped in the name of PromptTech Middle East Pvt Ltd and under Indian Jurisdiction respectively. 

Furthermore, the referral partner is herein acting as a mere, affiliate or an entity through this agreement and shall not in any manner be considered the part of PromptTech and is not subjected to any legal authority, position of employee and or objectionability.

GOVERNING LAW AND JURISDICTION. The Parties agree that this Agreement shall be governed by the  Indian jurisdiction at Thiruvananthapuram , Kerala, India.

ENTIRE AGREEMENT. The Parties acknowledges and agree that this Agreement represents the entire agreement between the Parties. In the event of any changes, or otherwise modifications any terms that shall be published after alterations in this agreement will legally bind the partners or parties and the partners shall continue to work with the company as ‘referral partners’ respectively. the changes shall be in writing duly signed by both the Parties and all the final decisions, rights of modifications or changes and other related rights, shall be with PromptTech Middle East Pvt Ltd duly.