Terms and Conditions

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Affiliate,” “Growth Partner,” “you”) and SMEC Automation Pvt. Ltd. (operating as Growth Partner Program, “Institute,” “we,” “us”), a private limited company incorporated under the Companies Act, 2013, having its registered office at 2nd Floor, Kaloor Busstand Complex, Kaloor, Kochi - 682017, Kerala, India (GST: 32AAGCS5821G1ZK), governing your participation in the Growth Partner Program (“Programme”) and use of the Platform. By registering on the Platform, you agree to be bound by these Terms.

01Definitions

• “Platform” means the web application, mobile application, and all associated services operated by Growth Partner Program for the Growth Partner Programme
• “Affiliate” / “Growth Partner” means any individual registered on the Platform to refer prospective students
• “Prospect” means a potential student referred by an Affiliate
• “Admission” means a confirmed enrolment of a Prospect in a course offered by the Institute
• “Commission” means the monetary compensation payable to the Affiliate upon a successful Admission
• “Referral Link” means a unique URL assigned to each Affiliate for tracking referrals

02Eligibility

• You must be at least 18 years of age and a citizen or legal resident of India
• You must possess a valid PAN card and bank account in your name
• You must provide accurate and truthful information during registration
• The Institute reserves the right to reject or revoke any registration at its sole discretion without assigning reasons
• By registering, you represent that you are competent to enter into a contract under the Indian Contract Act, 1872

03Nature of Relationship

• The Affiliate is an independent contractor and not an employee, agent, joint venturer, or partner of the Institute
• The Affiliate shall have no authority to bind the Institute in any manner whatsoever
• This relationship does not create any employer-employee relationship under the Industrial Disputes Act, 1947, or any other labour law
• The Affiliate is solely responsible for payment of all taxes, including income tax, GST (if applicable), and professional tax
• The Institute shall not provide any employment benefits including but not limited to provident fund, gratuity, ESI, or leave benefits

04Commission Structure and Payouts

• Commission rates are determined by the Institute and displayed on the Platform. Rates may vary by course, offer, or promotional period
• Commission becomes payable only upon a confirmed and valid Admission, i.e., once the student has completed the admission process and made the required fee payment
• The Institute reserves the right to modify commission rates at any time with prospective effect. Changes shall be notified via the Platform
• Payouts are processed via NEFT/IMPS/UPI bank transfer to the bank account registered in the Affiliate’s profile
• A minimum payout threshold (as displayed on the Platform) must be reached before a payout request can be initiated
• Tax Deducted at Source (TDS) under Section 194H or 194R of the Income Tax Act, 1961 shall be deducted from commission payments as applicable. TDS certificates (Form 16A) will be provided
• If GST registration is applicable to the Affiliate, the Affiliate shall raise a proper tax invoice to the Institute
• The Institute shall not be liable for any bank charges, transfer fees, or delays caused by the Affiliate’s banking institution

05Referral Rules and Code of Conduct

Affiliates must adhere to the following:

• You shall only refer genuine, interested prospects. Fake, fraudulent, or duplicate referrals are strictly prohibited
• You shall not make false, misleading, or exaggerated claims about the Institute’s courses, placement guarantees, or outcomes
• You shall not use spam, unsolicited bulk messaging, or any form of harassment for promotions
• You shall not impersonate the Institute or any of its employees or representatives
• You shall not engage in any paid advertising (Google Ads, Meta Ads, etc.) using the Institute’s brand, trademarks, or course names without prior written approval
• You shall comply with all applicable laws, including the TRAI regulations regarding unsolicited communications and the Consumer Protection Act, 2019
• In case of a duplicate referral (lead race), the referral shall be attributed to the Affiliate who first submitted the prospect on the Platform, as per our lead attribution policy

06Commission Reversal and Clawback

The Institute reserves the right to reverse or recover commissions in the following circumstances:

• The Prospect cancels the admission and receives a refund within the refund period
• The referral is found to be fraudulent, self-referral, or obtained through misrepresentation
• The Prospect’s fee payment is reversed, charged back, or found to be fraudulent
• Any violation of these Terms by the Affiliate
• Commission was paid in error due to a system glitch or calculation error

07Intellectual Property

• All content, trademarks, logos, brand names, and intellectual property on the Platform remain the exclusive property of Growth Partner Program
• The Affiliate is granted a limited, non-exclusive, revocable licence to use the Institute’s promotional materials solely for the purpose of referrals
• Any unauthorized use, reproduction, or modification of the Institute’s intellectual property shall be considered a violation of the Copyright Act, 1957 and the Trade Marks Act, 1999

08Account Suspension and Termination

• The Institute may suspend or terminate your account at any time for breach of these Terms, fraudulent activities, or inactivity exceeding 12 months
• Upon termination, any pending commissions for valid, confirmed admissions shall be paid within 30 days, subject to TDS deductions
• The Affiliate may voluntarily terminate their account by providing written notice via email. Pending commissions for valid referrals shall be processed as per the standard payout cycle
• Commissions for referrals made after termination shall not be payable

09Limitation of Liability

• The Platform is provided on an “as is” and “as available” basis. We do not guarantee uninterrupted, error-free, or secure operation
• Our total liability to the Affiliate shall not exceed the total commissions paid to the Affiliate in the preceding 3 months
• We shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities
• We shall not be liable for any loss or damage arising from events beyond our reasonable control (Force Majeure), including but not limited to acts of God, government actions, pandemics, natural disasters, internet failures, or cyberattacks

10Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless Growth Partner Program, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from or relating to: (a) breach of these Terms by the Affiliate; (b) any misrepresentation or false claim made by the Affiliate; (c) any violation of applicable law by the Affiliate; (d) any third-party claims arising from the Affiliate’s promotional activities.

11Confidentiality

The Affiliate shall maintain strict confidentiality of all non-public information obtained through the Platform, including but not limited to commission structures, internal processes, student data, and business strategies. This obligation survives the termination of the Affiliate’s account and continues indefinitely.

12Dispute Resolution

• Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved amicably through mediation
• If mediation fails within 30 days, the dispute shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996
• The arbitration shall be conducted by a sole arbitrator appointed by the Institute. The seat of arbitration shall be Ernakulam, Kerala, India
• The language of arbitration shall be English
• Subject to the above, the courts of Ernakulam, Kerala, India shall have exclusive jurisdiction

13Amendments

The Institute reserves the right to modify these Terms at any time. Material changes will be notified via the Platform or email at least 15 days before taking effect. Continued use of the Platform after the effective date of modifications constitutes acceptance. If you do not agree with the modified Terms, you must cease using the Platform and close your account.

14Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect.