Terms & Conditions for the Employee Referral Program - NIAT

Effective Date: March 5, 2025

Program Overview

These Terms & Conditions ("T&Cs") govern the Employee Referral Program ("Referrer Program") for programs and courses ("Program") offered under NxtWave Institute of Advance Technologies ("NIAT"), an initiative by NxtWave Disruptive Technologies Pvt. Ltd. ("NxtWave" or "Company").

By participating in the Referrer Program, you agree to be bound by these T&Cs, which are in addition to and subject to NxtWave's Terms of Use and Privacy Policy.

Important: Participation in the Referrer Program constitutes your consent, agreement, and undertaking to comply with all terms and conditions. If you do not agree with any part of these T&Cs, do not participate in the Referrer Program.

1. Definitions & Interpretation

For the purposes of these Terms & Conditions, the following capitalized terms have the meanings specified below:

1.1 Admission Fee

The initial non-refundable fee payable by a Referral at the time of enrollment to reserve their seat in the Program. Payment of the Admission Fee is a prerequisite for further processing of enrollment and securing participation in the Program.

1.2 Referrer Policies

The policies applicable to Referrers that the Company may make available from time to time.

1.3 Referrer(s)

A user and/or parents or guardians of the user of any NxtWave program who has been approved by the Company to promote the Program and is entitled to earn Rewards for successful enrollments. Referrers are responsible for marketing and selling the Program to potential Referrals through various channels utilizing their unique Invitation Code or Invitation Link provided by the Company. Referrers are expected to accurately and transparently represent the Program, comply with all applicable laws and regulations, and adhere to the Company's guidelines and ethical standards.

1.4 Application Form

The official form that a Referral is required to complete and submit as part of the enrollment process for the Program. The Application Form captures essential personal and academic details necessary for eligibility assessment.

1.5 Bonus

Any additional amount other than the Reward that is given to the Referrer by the Company based on performance at the sole discretion of the Company.

1.6 Campus Visit Scheduling Form

The official form that a Referral must complete to schedule a visit to an NIAT campus/experience centre. This form serves as a formal request and allows the Company to coordinate the visit accordingly.

1.7 Campus Visit Completion

The status attained when a Referral has physically visited the NIAT campus/experience centre and completed all prescribed activities, such as campus tours, counseling sessions, or other engagement Programs, as determined by the Company.

1.8 Confidential Information

Any information, whether oral, written, electronic, or in any other form, that is disclosed by the Company to the Referrer and is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

All non-public information relating to the Company's business, products, services, research and development, technology, software, trade secrets, know-how
Business plans, strategies, forecasts
Customer and supplier information
Financial data, pricing, marketing plans
Any other information identified as confidential or proprietary
All copies, summaries, notes, analyses, and other derivatives of such information

1.9 Enrollment

The process by which a Referral completes all necessary steps and requirements to register for the Program. Enrollment is achieved when the Referral makes the first-term payment of the Program as determined by the Company. Enrollment is considered complete only when:

All financial transactions are successfully processed
Any required documentation is signed and/or submitted
The Referral is officially registered in the Company's system for the Program

1.10 Program Fee

The fee charged by the Company for the Program. The Program fee may vary across campuses.

1.11 Invitation Code

A unique alphanumeric identifier assigned to each Referrer by the Company. This code is used to track and credit the Referrer for successful Referrals who enroll in the Program. The Invitation Code must be entered by the Referral during the registration or payment process to ensure the Referrer receives the appropriate Reward and bonuses.

1.12 Invitation Link(s)

The customized weblink(s) provided to each Referrer containing their unique Invitation Code embedded within the URL. These links are designed for easy sharing and can be used by Referrals to register for or make payments towards the Program. When a Referral uses an Invitation Link, the Referrer's unique code is automatically recorded, ensuring that the Referrer is credited for the Referral's enrollment.

1.13 Referral

Any individual who is introduced to the Program by a Referrer and who successfully applies for the NIAT Entrance Test or submits a Campus Visit Scheduling Form through the Referrer's unique Invitation link or Invitation Code and completes Enrollment into the Program. To be recognized as a valid Referral, the individual must:

Use the Referrer's unique Invitation link or Invitation Code during the registration and payment process
Complete all necessary steps and meet all requirements as specified by the Company
Successfully complete enrollment for the Referrer to earn the corresponding Reward

1.14 Reward

The monetary compensation earned by a Referrer for each successful Enrollment of a Referral into the Program. The amount of the reward is determined by NxtWave and is subject to the specific payment plan the Referrer is eligible for.

1.15 Webinar

The online session (live or recorded) to be attended by the Referrals as prescribed by the Company to enroll for the Program.

2. Eligibility and Participation

2.1 Application Requirements

To be eligible to join the Referrer Program, you must:

Agree to the Referrer Program terms and conditions
Provide your full name and any other requested information in the application
Await review and approval of your application by the Company

The Company reserves the right at its sole discretion to reject your application or re-evaluate it at any point in time.

2.2 Account Creation and Access

You are permitted to create and use only one Referrer account
You will receive confirmation of your participation once your application is approved
Upon approval, you may have direct access to:
- Your Referrer dashboard
- Personal Invitation Code
- Invitation Link

2.3 Referrer Role and Responsibilities

The Referrer's primary role is to act as a promoter for the Company, introducing potential Referrals to the Program. You are authorized to:

Use your Invitation Code and Invitation Link to refer potential participants to the Program
Market and promote the Program
Access marketing materials such as banners, brochures, posters, digital assets, and guidebooks provided through your dashboard, email, WhatsApp, or any other medium deemed appropriate by the Company

2.4 Information Updates

The Referrer is responsible for ensuring that all promotional information is kept up to date. For example, if there are changes in pricing, packages, or services at NxtWave, it is the Referrer's sole responsibility to update the information accordingly.

2.5 Onboarding Requirements

Referrers must:

Be onboarded through an authorized Company representative
Complete the onboarding form and accept these Terms
Be at least 18 years old and legally capable of entering into binding agreements, OR
Have taken consent from their parents or guardians to participate in the Referral Program

3. Referral Ownership and Qualification

3.1 Valid Referral Criteria

A Referral shall be deemed valid only if the individual has:

Registered through the Referrer's unique Invitation Link and/or Invitation Code
Followed the prescribed process set forth in these Terms and Conditions

3.2 Referral Timeline and Conditions

The ownership and validity of a Referral shall be subject to the following conditions and timeframes. Failure to comply with any of the below stages shall result in the forfeiture of ownership by the Referrer:

Campus Visit Deadline: From the date of initiating the application form and/or submitting the Campus Visit Scheduling Form, the Referral shall have a maximum period of thirty (30) days to complete the campus visit
Admission Fee Payment Deadline: Following the completion of the campus visit, the Referral shall have a period of ten (10) days to complete the payment of the admission fee

Note: These timelines may be revised from time to time at the sole discretion of the Company.

3.3 Enrollment Completion

Following the Completion of the Campus Visit based on the communications extended by the Company, the referral will have to make a successful payment of the first term fee for qualifying into a successful enrollment.

3.4 Ownership Retention Requirements

A Referrer shall retain ownership of a Referral only if the Referral adheres to all the aforementioned conditions within the stipulated timeframes. Any failure to meet the prescribed requirements shall result in:

Automatic loss of Referral ownership
Ineligibility for any associated Rewards

3.5 Discretionary Ownership Retention

Notwithstanding the above, if a Referral does not adhere to the stipulated criteria but has not been acquired through any other channel or by another Referrer, the Company may, at its sole discretion, allow the Referrer to retain ownership. In such cases, provided the Referral successfully completes enrollment, the Referrer shall remain eligible for the corresponding Reward.

3.6 Pre-Registration Campus Visits

If a Referral visits an NIAT campus prior to registering through the Referrer's unique Invitation Link or Invitation Code, the Referrer shall have no claim to the Referral and shall not be entitled to any Rewards in respect of such Referral's enrollment.

Exception: If the Referral enrolls through the Referrer's link after a period of 30 days from the date of the campus visit, this restriction shall no longer apply.

3.7 Multiple Referrer Claims

In instances where multiple Referrers claim ownership over the same Referral, the Company shall have the exclusive authority to determine the final ownership of the Referral. The Company's decision in this regard shall be final, binding, and not subject to dispute.

3.8 Valid Submission Methods

Only digital form submissions completed through the Referrer's unique Invitation Link shall be deemed valid for Referral ownership and Reward eligibility. Any Referral communicated through verbal confirmation, WhatsApp, email, or any other unofficial means shall not be recognized for the purposes of Referral ownership.

3.9 Webinar and Form Submissions

Mere registration for a Webinar, filling of the Application Form, or Campus Visit Form shall not, in itself, qualify a Referral for ownership or Reward entitlement. The Webinar shall be treated solely as an educational and nurturing resource for prospective students and parents and shall not establish Referral ownership in favor of a Referrer.

4. Non-Exclusivity

4.1 Company Rights

These Terms and Conditions do not create an exclusive agreement between the Referrer and the Company. The Company retains the right to engage other Referrers to promote, sell, and support their products and services.

4.2 Referrer Restrictions

The Referrer agrees not to engage directly or indirectly with any other company or entity that offers products or services similar to those of NxtWave:

During the term of this Agreement
For a period of twelve (12) months following the termination of this Agreement

The Referrer shall not provide any services or support to any competitors of the Company that would conflict with the interests of the Company.

5. Relationship of the Parties

The relationship between the Company and the Referrer is that of independent contractors. Nothing in these T&Cs shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

6. Rewards and Payouts

6.1 Reward Structure (Pay-per-Enrollment Model)

The Referrer shall be entitled to Rewards based on the number of successful enrollments completed within the specified slabs. The applicable payout per enrollment shall be as follows:

Enrollment Slab	Payout Per Enrollment (INR)
1 – 2 Enrollments	₹20,000 per enrollment (exclusive of applicable TDS)
3 - 5 Enrollments	₹25,000 per enrollment (exclusive of applicable TDS)
5 + Enrollments	₹30,000 per enrollment (exclusive of applicable TDS)

Illustrative Examples:

2 enrollments: (2 × ₹20,000) = ₹40,000
3 enrollments: (2 × ₹20,000) + (1 × ₹25,000) = ₹65,000
7 enrollments: (2 × ₹20,000) + (3 × ₹25,000) + (2 × ₹30,000) = ₹1,75,000

6.2 Payment Schedule

The Rewards shall be disbursed in two tranches in the following manner:

Payment One

₹4,000 shall be paid within thirty (30) days from the date of the Admission Fee payment by the Referral.

Payment Two

The remaining payout shall be disbursed after thirty (30) days from the Referral's commencement of term-1 classes, provided that all conditions outlined in these Terms and Conditions are met.

6.3 Eligibility for Rewards

The Referrer shall be eligible for Rewards only if the Referral has completed the enrollment process, including the full payment of both:

The Admission Fee
The term-1 fee

In cases where the Admission Fee has been paid but the term-1 fee remains unpaid beyond the deadline set by the Company, the Referrer shall not be entitled to any Rewards under this Clause.

6.4 Adjustments and Refunds

Any Rewards previously disbursed based on the Admission Fee payment shall be subject to refund or adjustment under the following conditions:

Incomplete Payment: If the Referral fails to complete the term-1 fee payment or requests a refund for any reason whatsoever, the Company reserves the right to recover the amount from future payouts due to the Referrer.
Admission Fee Refund: If any refund of the Admission Fee is processed due to false commitments or ineligibility of the Referral or for any other reason, the Referrer shall forfeit the right to claim any Rewards for that Referral, even if the issue is later resolved by NIAT.

6.5 Exemptions from Reward Eligibility

The Referrer shall not be eligible for Rewards under the following circumstances:

If the Referral is granted a fee concession, scholarship, or waiver of any portion of the Admission or Program Fee
If the Referral enrolls in/transfers to any other NxtWave product that is not part of the Program

7. Payment Terms

7.1 Tax Deductions

The amount of the Reward to be paid will be subject to applicable statutory deductions such as TDS (Tax Deducted at Source).

7.2 Tax Inclusivity

The Reward and other benefits are inclusive of all applicable taxes, duties, and levies.

7.3 Invitation Code Usage Requirements

The Referrer shall be eligible for Reward only if the Referral uses the Referrer's Invitation Code or Invitation Link during:

Admission Fee and any further payments, if applicable
Final payment if the Referral does not use the option of Admission Fee or does not use any code during seat reservation

For clarity, the Reward shall not be granted to the Referrer for enrollments made through any other Referrer's Invitation Link or Invitation Code. In case of any disputes, the decision of the Company shall be final and binding.

7.4 Refund Impact on Rewards

Reward shall not be paid if the Referral claims a refund before the disbursal of the Reward
If the Referral claims a refund post the payment of the Reward, then the Reward paid to the Referrer shall be recovered or deducted/adjusted in future Rewards payable to the Referrer

7.5 Multiple Refund Requests - Payment Withholding

If the Company receives multiple refund requests from Referrals of a particular Referrer and suspects misuse of the Referrer Program or Program by either the Referrals or the Referrer, the Company may:

Withhold any pending payments to the Referrer
Recover or deduct/adjust any Reward already paid to the Referrer from future Rewards payable to the Referrer

7.6 Multiple Refund Requests - Account Suspension

If the Company receives more than three consecutive refund requests or more than three refund requests within a month from Referrals of a particular Referrer and/or suspects misuse of the Referrer Program or Program by either the Referrals or the Referrer, the Company may at its sole discretion:

Immediately suspend the Referrer's participation in the Referrer Program
Withhold any pending payments to the Referrer
Recover or deduct/adjust any Reward already paid to the Referrer from future Rewards payable to the Referrer

7.7 Invoice Submission Deadline

If the Referrer does not raise the invoice within 120 days from the date of notifying the Referrer about their eligibility to claim the Reward with respect to a Referral, the Referrer shall forfeit the right to claim and/or receive the unclaimed Reward for that Referral.

7.8 Reward Modification Rights

The Reward structure and amounts mentioned above are for indicative purposes only. The Company reserves the right to modify the terms of the Reward, including its structure and amounts, at its sole discretion and on a Referrer-by-Referrer basis.

7.9 No Additional Rewards for Upgrades

The Referrer will not receive any additional Reward if their Referral, who is an existing customer of a Program, upgrades or changes to any other Program in the future.

7.10 Payment Timeline and Invoice Process

The Referrer shall generate and submit invoices for the Reward accrued during a specific week (Monday-Sunday) after the conclusion of that respective week. The payment will be processed within 7 working days of receiving the invoice, provided the Company doesn't seek any clarification or further information related to the invoice.

7.11 Bonus Discretion

The Company reserves the right to provide a Bonus to the Referrer at any given time at its sole discretion.

8. Marketing and Branding Guidelines

8.1 Approved Materials Only

Referrers must use only the marketing and branding materials provided or approved by the Company. Unauthorized use of the Company's brand, logo, or other intellectual property is strictly prohibited.

8.2 Branding Consistency

Referrers must adhere to the Company's branding guidelines, ensuring that all representations of the Company's brand are consistent with the provided standards. Any deviations must be approved in writing by the Company.

8.3 Accurate Representation

Referrers must accurately represent the Company's products, services, and Programs, ensuring that all information provided to potential Referrals is truthful, transparent, and not misleading.

8.4 Prohibited Marketing Practices

Referrers must not engage in any misleading, deceptive, or unethical marketing practices, including but not limited to:

False advertising
Spamming
Unauthorized telemarketing
Making unsupported claims about the Company's offerings

8.5 Custom Materials Approval Process

Any custom marketing materials created by the Referrer that include the Company's branding must be submitted to the Company for approval before use. This includes but is not limited to:

Flyers
Brochures
Social media posts
Online advertisements

Approval Timeline: The Company will review submitted materials within 10 business days. The Referrer must not use the materials until receiving written approval from the Company.

8.6 Social Media Promotion

Referrers are encouraged to promote the Company's Programs on their social media channels, provided they:

Adhere to the Company's branding guidelines
Avoid any form of spamming or excessive posting

8.7 Website and Email Marketing

Referrers may use their websites and email marketing campaigns to promote the Company's Programs but must ensure:

Compliance with applicable laws, including anti-spam regulations
Obtaining necessary consents from recipients

8.8 Confidentiality in Marketing

Referrers must not disclose any confidential information of the Company in their marketing materials. This includes:

Proprietary information
Pricing details not publicly available
Any other sensitive information

8.9 Monitoring and Compliance

The Company reserves the right to monitor the Referrer's marketing activities to ensure compliance with these guidelines. Referrers must provide access to relevant marketing materials and records upon request.

8.10 Non-Compliance Remediation

If the Company identifies any non-compliance with these guidelines, the Referrer must immediately rectify the issue. Repeated or severe non-compliance may result in:

Termination of the Referrer's participation in the Program
Forfeiture of any earned Rewards

8.11 Testimonials and Reviews

Referrers must ensure that any testimonials or reviews used in their marketing are:

Genuine and reflect the actual experiences of the individuals providing them
Used only with explicit permission from individuals before using their testimonials or reviews in any marketing materials

8.12 Prohibited Platforms and Practices

Referrers must not use prohibited platforms or engage in practices such as:

Click fraud
Unauthorized affiliate networks
Any other methods that violate the Company's marketing policies

8.13 Ethical Marketing Standards

Referrers must engage in ethical marketing practices and refrain from activities that could:

Harm the Company's reputation
Violate applicable laws

9. General Obligations

9.1 Terms Modification Rights

The Company reserves the right to modify, amend, substitute, or cancel any part of these terms at any time, including the termination of the Referrer Program, with or without prior notice. Continued participation in the Referrer Program will constitute deemed acceptance of the updated terms and conditions.

9.2 Reward Changes

The Referrer acknowledges and accepts that the Reward may be subject to change at any time. The request must follow the latest format prescribed by the Company. The Company's decision regarding such requests shall be final.

9.3 Invitation Code/Link Blocking

The Company reserves the right to block the Invitation Link or Invitation Code in case the Referrer mishandles or wrongly uses the Invitation Code or Invitation Link at its sole discretion. In such cases, the Company may:

Withhold Reward payments
Recover any previously paid amounts
Adjust future invoices

The Company's decision in such matters will be final.

9.4 Self-Referral Prohibition

The Referrer cannot use their own unique Invitation Code or Invitation Link to register for any Program for themselves.

9.5 Accurate Program Representation

The Referrer must accurately represent the Company's courses and initiatives, ensuring that the information provided to potential Referrals is:

Truthful
Transparent
Not misleading

Referrers must adhere to ethical and legal marketing practices and avoid any form of:

Spamming
Unauthorized telemarketing
Misleading advertising

9.6 Social Media Sharing Restriction

The Referrer must refrain from publicly sharing their Invitation Code or Invitation Link on social media platforms.

9.7 Payment Processing and Prohibited Practices

All payments, if any, shall be made exclusively to NxtWave's designated bank account. Under no circumstances shall Referrers engage in direct financial transactions with Referrals.

The Referrer shall not engage in any misleading, deceptive, or fraudulent practices, including but not limited to:

Making false commitments or misrepresentations regarding the Program
Altering, modifying, or misrepresenting the fee structure or any other terms and conditions established by the Company

Any violation of this provision shall constitute a material breach of these Terms and Conditions, entitling the Company to take appropriate legal and remedial action, including but not limited to:

Termination of the Referrer's participation in the Program
Forfeiture of any accrued Rewards

10. Termination

10.1 Company Termination Rights

The Company reserves the right to terminate the Referrer's participation in the Referrer Program with or without prior notice under the following circumstances:

If the Referrer's participation negatively impacts the brand or goodwill associated with any of the Company's Intellectual Property
If the Referrer provides false or misleading information or makes any misrepresentation to induce the Company into entering this Referrer Program
If the Referrer is involved in any fraudulent activity, including but not limited to:
- Generating fake leads
- Using deceptive marketing practices
- Manipulating Invitation Links and/or Invitation Codes
If the Referrer fails to comply with any applicable laws, regulations, or industry standards
If the Referrer discloses any confidential information of the Company without prior written consent
If the Referrer infringes on the Company's intellectual property rights
If the Referrer engages in activities that present a conflict of interest with the Company's business interests
If the Referrer consistently fails to meet performance targets or quality standards as outlined by the Company
If the Referrer fails to reimburse the Company for any Rewards paid on enrollments for which a Referral has sought a refund
If the Referrer breaches any of the terms and conditions outlined in the Referrer Program or Referrer Policies or any other terms and conditions set forth by the Company

10.2 Consequences of Termination

In the above circumstances, NxtWave reserves the right to:

Immediately terminate the Referrer's participation in the Program
Forfeit any earned Rewards
Pursue legal action if necessary

11. Confidentiality

11.1 Confidentiality Obligations

The Referrer shall maintain the confidentiality of any proprietary or confidential information provided by the Company in written or verbal form during the course of their association with the Company and shall not disclose such information to third parties without prior written consent of the Company.

The Referrer shall immediately return or destroy the Confidential Information upon the Company's request. Confidential Information shall include, but not be limited to:

Any copies or abstracts made thereof
Any modules, samples, prototypes, or parts thereof

The terms and conditions of this Referral Program shall be treated as confidential.

11.2 Data Security Requirements

Referrers must implement reasonable security measures to protect the personal data of Referrals and prevent unauthorized access or breaches.

Any breach of confidentiality or failure to secure data appropriately will result in:

Immediate termination of the agreement
Potential legal action

11.3 Breach Notification

Referrers must notify NxtWave immediately in the event of any data breach or unauthorized access to confidential information.

12. Data Protection and Privacy

12.1 Compliance with Data Protection Laws

Referrers must comply with all applicable data protection and privacy laws, regulations, and guidelines, including but not limited to:

The Digital Personal Data Protection Act 2023
Any other applicable data privacy laws in their respective jurisdictions

12.2 Purpose Limitation

Referrers shall collect and process Personal Data only for the purposes of fulfilling their obligations under these T&Cs and not for any other purpose unless explicitly agreed upon in writing by the Company.

12.3 Data Minimization

Referrers shall ensure that the Personal Data collected is adequate, relevant, and limited to what is necessary in relation to the purposes for which it is processed.

12.4 Consent Requirements

Referrers must ensure that they obtain explicit, informed consent from individuals before collecting, using, or sharing their Personal Data. Referrers must keep a record of such consents.

12.5 Consent Withdrawal

Referrers must provide individuals with an easy way to withdraw their consent at any time. Referrers must promptly comply with any withdrawal of consent and cease processing the individual's Personal Data unless there is another legal basis for processing.

12.6 Data Access and Correction Rights

Referrers must allow individuals to:

Access their Personal Data
Request corrections if the data is inaccurate or incomplete

12.7 Data Deletion Rights

Referrers must comply with requests from individuals to delete their Personal Data unless there is a legal obligation to retain it.

12.8 Security Measures

Referrers must implement appropriate measures to protect Personal Data against:

Unauthorized or unlawful processing
Accidental loss, destruction, or damage

12.9 Data Breach Notification

Referrers must promptly notify the Company of any data breach involving Personal Data within 24 hours of becoming aware of the breach. Referrers must also:

Take immediate steps to mitigate the breach
Prevent further incidents

12.10 Data Retention

Referrers must retain Personal Data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable laws.

12.11 Data Deletion and Anonymization

Referrers must securely delete or anonymize Personal Data that is no longer needed in a manner that ensures it cannot be reconstructed or read when:

It is no longer required
Upon the request of the Company or individuals

13. Anti-Bribery and Anti-Corruption

13.1 Legal Compliance

Referrers must comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the Prevention of Corruption Act 1988.

13.2 Prohibited Conduct

Referrers must not offer, promise, give, request, or accept any bribes, kickbacks, or other forms of improper payments or inducements, whether directly or indirectly.

14. Force Majeure

14.1 Liability Exemption

Neither the Company nor the Referrer shall be liable for any failure to perform its obligations under these T&Cs if such failure results from circumstances beyond its reasonable control, including but not limited to:

Natural disasters
War
Strikes
Governmental action

14.2 Notification and Mitigation

The affected Company or Referrer must:

Promptly notify the other party of the force majeure event
Take reasonable steps to mitigate its effects

15. Audit Rights

15.1 Company Audit Authority

The Company reserves the right to audit the Referrer's records and practices related to their participation in the Referrer Program to ensure compliance with these T&Cs.

15.2 Cooperation Requirements

Referrers must fully cooperate with any audits and provide access to relevant documents and information.

16. Indemnification

16.1 Referrer Indemnification Obligations

Referrer agrees to indemnify, defend, and hold the Company, its affiliates, officers, directors, employees, agents, and representatives harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to their participation in the Program.

16.2 Specific Indemnification Scenarios

Referrer shall indemnify the Company against any claims or actions brought by third parties arising from:

Their breach of confidentiality obligation
Unauthorized use or disclosure of confidential information
Any other violation of the terms and conditions of the Program

16.3 Survival and Cooperation

The indemnification obligations shall survive the completion or termination of the Program. The Company shall:

Promptly notify the Referrer of any claims or actions subject to indemnification
The Referrer shall cooperate fully in the defense of such claims

17. Limitation of Liability

17.1 Company Liability Limitations

The Company's liability under these Terms and Conditions shall be limited to the total Rewards payable to the Referrer.

Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to:

Loss of profits
Loss of data
Loss of use

This limitation applies whether in an action in contract or tort, even if the Company has been advised of the possibility of such damages.

17.2 Referrer Liability Limitations

The Referrer's liability under these Terms and Conditions shall be limited to direct damages resulting from the Referrer's breach of these Terms and Conditions or gross negligence up to the total amount of Rewards received by the Referrer in the twelve (12) months preceding the claim.

The Referrer shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to:

Loss of profits
Loss of data
Loss of use

This limitation applies except in cases of willful misconduct or fraud.

18. Intellectual Property Rights

18.1 Ownership of Intellectual Property

Any intellectual property, including but not limited to ideas, inventions, methodologies, processes, software, and materials created, developed, or produced by participants in the Program, shall be the sole and exclusive property of the Company.

18.2 Assignment of Rights

Participants hereby irrevocably assign, transfer, and convey all rights, titles, and interests in and to such intellectual property to the Company without any additional compensation.

18.3 Company Usage Rights

The Company shall have the right to use, modify, reproduce, distribute, display, and sublicense the intellectual property for any purpose, including but not limited to:

Commercialization
Marketing
Promotion

This shall be without any obligation to compensate participants.

18.4 Warranties and Indemnification

Participants warrant and represent that their participation in the Program and the creation of intellectual property do not infringe upon any third-party rights.

Participants shall indemnify and hold the Company harmless against any claims or actions arising from the infringement of intellectual property rights.

18.5 Survival

This intellectual property clause shall survive the completion or termination of the Program, and its terms and conditions shall be binding upon participants.

19. Assignment

19.1 Referrer Assignment Prohibition

The Referrer shall not assign or transfer any of their rights or obligations under these T&Cs. Any purported assignment in violation of this provision shall be null and void.

19.2 Company Assignment Rights

The Company may assign its rights and obligations under these T&Cs without the prior written consent of the Referrer.

20. Warranty

20.1 Referrer Representations and Warranties

The Referrer represents and warrants that:

They have the full right, power, and authority to enter into and perform their obligations under these T&Cs
Their participation in the Referrer Program and any actions taken as a Referrer will not infringe upon or violate the rights of any third party
They will comply with all applicable laws, regulations, and guidelines in the performance of their obligations under these T&Cs
They will perform their obligations with reasonable care and skill

20.2 Company Warranty Disclaimer

To the fullest extent permitted by applicable law, the Company disclaims all other warranties, express or implied, including but not limited to:

Implied warranties of merchantability
Fitness for a particular purpose
Non-infringement
Any warranties arising out of the course of dealing, usage, or trade

20.3 Company Liability Limitations

The Company's liability under this Agreement shall be limited to the total Rewards payable to the Referrer.

Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or use, incurred by the Referrer or any third party, whether in an action in contract or tort, even if the Company has been advised of the possibility of such damages.

20.4 Third-Party Claims

The Company does not warrant against any third-party claims, including claims of infringement or misappropriation of intellectual property rights that may arise from the Referrer's use of the Program or the marketing materials provided by the Company.

21. Non-Disparagement

The Referrer agrees not to engage in any conduct or communications, public or private, designed to disparage the Company, its products, services, or its employees. This obligation shall survive the termination of these T&Cs.

22. Governing Law, Jurisdiction & Dispute Resolution

22.1 Governing Law

These Terms & Conditions shall be governed by the laws of India only.

22.2 Jurisdiction

Both Parties hereby irrevocably agree to submit all disputes to the exclusive jurisdiction of Telangana Courts.

22.3 Dispute Resolution Process

Any dispute or disagreement arising from or related to this agreement shall be resolved through:

Mutual Discussion: Within 30 days in the first instance
Arbitration: Failing mutual resolution, disputes shall be resolved through arbitration in accordance with the Indian Arbitration and Conciliation Act 1996

Arbitration Details:

The arbitration shall be conducted by a mutually agreed single arbitrator
The arbitration proceedings shall take place in Hyderabad, India
Proceedings shall be conducted in English
The arbitrator's decision shall be final and binding

23. Miscellaneous

23.1 Entire Agreement

These Terms and Conditions, along with any other documents expressly incorporated by reference, constitute the entire agreement between the Referrer and the Company with respect to the Referrer Program.

23.2 Amendments

The Company reserves the right to modify, amend, or update these Terms and Conditions at any time. Any changes will be effective immediately upon posting on the Company's website. Continued participation in the Referrer Program constitutes acceptance of the modified terms.

23.3 Waiver

The failure of the Company or Referrer to enforce any right or provision of these Terms and Conditions shall not constitute a waiver of future enforcement of that right or provision. A waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company or Referrer.

23.4 Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable.

23.5 Notices

Any notices or other communications required or permitted under these Terms and Conditions shall be in writing and delivered by hand, courier, mail, or email to the addresses specified by the parties. Notices will be deemed given when received by the recipient.

Important Disclaimer

NIAT is not a university and does not itself award degrees. Admission into universities where the NIAT upskilling program is offered is solely at the discretion of the university based on its established admission policies.

Contact Information

Phone (WhatsApp Only)

+91 8008 9009 08

Email

[email protected]

Address

NIAT
No. 144 Survey 37, Financial District
Nanakramguda, Telangana 500032
India