TERMS AND CONDITIONS

1. PURPOSE

This Agreement is entered into by PromptTech Global Pvt Ltd ("PromptTech" or the "Company"), including its subsidiaries (collectively referred to as "PromptTech"), The Company is in the business of providing enterprise solutions globally and aims to acquire additional clients to foster business growth and expand its market presence. To achieve this, the Company establishes a referral partner program where the Partner may refer potential clients to the Company as the referral partner (hereinafter referred to as "Partner”).

It is understood that the Partner operates as an independent affiliate, and not as an agent, associate, business partner, or expert of the Company. The Partner will not engage in activities that may disrupt the market or misrepresent the Company. The partner will be compensated based on the referral fees, and the company will ensure that the terms and conditions of this arrangement are binding and adhered to accordingly.

2. REFERRAL ARRANGEMENT

Upon the Effective Date of this Agreement, the Partner may refer potential clients to the Company on a case-by-case basis. The Company shall pay the Partner a referral fee upon the successful closing of each deal. Referral fees will be determined by PromptTech on a case-by-case basis, depending on the specifics of each project. No mid-term payments will be made, and the referral fee will only be paid after the successful closure of the deal and receipt of full payment from the client.

This Agreement supersedes any prior agreements regarding referrals with PromptTech Global Pvt Ltd, its subsidiaries, or affiliates. The ownership and control of business operations and intellectual property remain solely with PromptTech.

3. REFERRAL OF PROSPECTS

3.1 The Partner agrees to refer any potential clients or prospects they come across during their day to day activities to PromptTech through the designated associate portal.

3.2 Upon receipt of a referral through the portal, PromptTech will inform the Partner whether the referred prospect has accepted the terms of service and entered into a service agreement. If the transaction is successfully completed, the Company will notify the Partner of the closure.

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 shall be determined on case-to-case basis accordingly and as per the terms of company.

4. DURATION

This Agreement is valid for one year from the date the Partner agrees to its terms. Upon expiration, the Agreement will automatically renew for the same duration unless either party terminates the agreement.

5. BINDING EFFECT

5.1 The relationship between the Company and the Partner is strictly that of an affiliate and does not create any partnership, joint venture, franchise, employer-employee, or similar relationship between the parties.

5.2 The Partner has no authority to act on behalf of PromptTech or bind the Company in any way, except as explicitly outlined in this Agreement. The Partner shall not represent or make any claims to potential customers or third parties regarding such authority.

6. NON-DISCLOSURE

6.1 The Partner acknowledges that, during the term of this Agreement, they may have access to confidential and proprietary information belonging to the Company. The Partner agrees to maintain the confidentiality of such information and not to disclose it improperly, as disclosure could harm the Company’s business, competitive advantage, or reputation.

6.2 The Partner is not authorized to use the Company’s trademarks, logos, or other intellectual property for any promotional activities, unless expressly permitted in writing by PromptTech.

6.3 The Partner agrees not to share any proprietary information with third parties without the prior written consent of the Company.

6.4 The confidentiality obligations will survive the termination of this Agreement.

7. CONFIDENTIALITY

The Partner understands that they may be provided with proprietary information, including trade secrets and industry knowledge, to assist with referrals. This information is shared exclusively for the purpose of facilitating referrals. The Partner agrees not to misuse or disclose this information to any third party without the prior written consent of the Company. In the event of misuse, the Company may terminate the Partner’s status and seek compensation for any resulting damages.

8. VALIDITY AND TERMINATION

PromptTech reserves the right to terminate the Referral Partner status and this Agreement at any time, without prior notice. In the event of termination, the Partner will receive any eligible payments up until that point, but no future income will be shared. The Company’s decision on these matters is final.

9. ASSIGNMENT

This Agreement may not be assigned, in whole or in part, to any third party without the prior written consent of PromptTech.

10. REPRESENTATIONS AND WARRANTIES

The Partner represents that they have full authority to enter into this Agreement and comply with its terms. The Partner agrees not to violate any laws or infringe upon the rights of PromptTech. PromptTech does not provide warranties and shall not be liable for indemnification related to actions taken by the Partner.

11. INDEMNITY

Each Party agrees to indemnify and hold harmless the other Party, its affiliates, officers, employees, and permitted successors from any and all claims, damages, liabilities, penalties, expenses, and legal fees arising from their negligence or breach of this Agreement. This obligation will survive the termination of the Agreement.

12. LIABILITY AND LIMITATION

12.1 The Partner will be liable for any damages resulting from their actions under this Agreement. Under any circumstances, it is the responsibility of the Referral Partner to ensure that PromptTech is not held liable.

12.2 Neither party will be liable for any indirect or consequential damages, including loss of revenue, business, or profits, unless caused by the negligence or breach of contract by the other party.

12.3 The Partner will act solely as a referral affiliate, not as a representative of the Company. The Company will not be liable for defects or issues arising from third-party products or services involved in the sale.

13. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions will remain in full force and effect.

14. WAIVER

Failure by either Party to exercise any right or privilege under this Agreement will not be considered a waiver of any future exercise of that right or any other rights under this Agreement.

15. LEGAL FEES

In the event of a legal dispute resulting in court action, the prevailing Party will be entitled to recover reasonable legal fees, as determined by the court.

16. LEGAL BINDING AGREEMENT

This Agreement is legally binding between the Parties. The Court of Jurisdiction for any disputes will be in Thiruvananthapuram, Kerala, India. The subsidiaries of PromptTech may also be involved in client resolution, as needed. 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 Global Pvt ltd and under Indian Jurisdiction respectively.

17. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of India, with jurisdiction exclusively vested in the courts at Thiruvananthapuram, Kerala.

18. 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 Global.