Terms & Conditions for the Affiliate Referral Program - NIAT

Effective Date: March 5, 2025

Overview

These terms and conditions ("T&Cs") govern the Affiliate Referral Program ("Partner Program") for programs and courses ("Program") offered under NxtWave Institute of Advance Technologies ("NIAT") initiative by NxtWave Disruptive Technologies Pvt. Ltd. ("NxtWave" or "Company").

By participating in the Partner 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: If you do not agree with any part of these T&Cs, please do not participate in the Partner Program.

1. Definitions & Interpretation

For the purposes of these T&Cs, 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 Affiliate Policies

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

1.3 Affiliate(s) or Partner(s)

Any individual, organization, or business entity that has been approved by the Company to promote the Program and is entitled to earn Rewards for successful enrollments. Partners 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
Accurately and transparently representing the Program
Complying with all applicable laws and regulations
Adhering 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 Partner 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 Partner 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 Partner by the Company. This code is used to:

Track and credit the Partner for successful Referrals who enroll in the Program
Must be entered by the Referral during the registration or payment process
Ensures the Partner receives the appropriate Reward and bonuses

1.12 Invitation Link(s)

The customized weblink(s) provided to each Partner containing their unique Invitation Code embedded within the URL. These links are:

Designed for easy sharing
Used by Referrals to register for or make payments towards the Program
Automatically record the Partner's unique code when used
Ensure the Partner is credited for the Referral's enrollment

1.13 Referral

Any individual who is introduced to the Program by a Partner and who successfully:

Applies for the NIAT Entrance Test OR submits a Campus Visit Scheduling Form through the Partner's unique Invitation link or Invitation Code
Completes Enrollment into the Program

Requirements for Valid Referral:

Must use the Partner's unique Invitation link or Invitation Code during registration and payment process
Must complete all necessary steps and meet all requirements specified by the Company
Enrollment must be considered successful for the Partner to earn the corresponding Reward

1.14 Reward

The monetary compensation earned by a Partner 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 Partner 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 Partner Program, you must:

Agree to the Partner Program terms and conditions
Provide your full name and any other requested information in the application
Be at least 18 years old
Be legally capable of entering into binding agreements
Be onboarded through an authorized Company representative
Complete the onboarding form and accept these Terms

2.2 Application Review

Upon signing up for the Program:

The Company will review your application
The Company reserves the right at its sole discretion to reject your application or re-evaluate it at any point in time
You will receive a confirmation of your participation once your application is approved

2.3 Account Limitations

You are permitted to create and use only one Affiliate account.

2.4 Access Upon Approval

Upon approval, you may have direct access to:

Your affiliate dashboard
Personal Invitation Code
Invitation Link

2.5 Partner Role and Responsibilities

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

Allowed to use your Invitation Code and Invitation Link to refer potential participants to the Program
Authorized to market and promote the Program
Responsible for ensuring that all promotional information is kept up to date

Example: If there are changes in pricing, packages, or services at NxtWave, it is the Partner's sole responsibility to update the information accordingly.

2.6 Marketing Materials

To assist Partners, marketing materials will be provided through:

Dashboard
Email
WhatsApp
Any other medium deemed appropriate by the Company

Marketing materials include:

Banners
Brochures
Posters
Digital assets
Guidebooks

3. Referral Ownership and Qualification

3.1 Valid Referral Definition

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

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

3.2 Ownership Conditions and Timeframes

The ownership and validity of a Referral shall be subject to the following conditions:

3.2.1 Campus Visit Timeline

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

3.2.2 Admission Fee Payment Timeline

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

3.2.3 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

Important: Failure to comply with any of these stages shall result in the forfeiture of ownership by the Partner.

3.3 Retention of Ownership

A Partner 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
Partner shall no longer be eligible for any associated Rewards

3.4 Discretionary Retention

Notwithstanding Clause 3.3, if a Referral does not adhere to the stipulated criteria but has not been acquired through any other channel or by another Partner:

The Company may, at its sole discretion, allow the Partner to retain ownership
Provided the Referral successfully completes enrollment, the Partner shall remain eligible for the corresponding Reward

3.5 Prior Campus Visit Restriction

If a Referral visits an NIAT campus prior to registering through the Partner's unique Invitation Link or Invitation Code:

The Partner shall have no claim to the Referral
The Partner shall not be entitled to any Rewards in respect of such Referral's enrollment

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

3.6 Multiple Partner Claims

In instances where multiple Partners 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

3.7 Valid Submission Methods

Only digital form submissions completed through the Partner's unique Invitation Link shall be deemed valid for:

Referral ownership
Reward eligibility

Not Recognized: Any Referral communicated through verbal confirmation, WhatsApp, email, or any other unofficial means shall not be recognized for the purposes of Referral ownership.

3.8 Webinar and Form Limitations

Mere registration for a Webinar, filling of the Application Form, or Campus Visit Form shall not, in itself, qualify a Referral for:

Ownership
Reward entitlement

Note: 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 Partner.

4. Non-Exclusivity

4.1 Company Rights

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

4.2 Partner Restrictions

The Partner 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 Partner 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 Partner is that of independent contractors. Nothing in these T&Cs shall be construed to create:

A partnership
A joint venture
An employer-employee relationship between the parties

6. Rewards and Payouts

6.1 Reward Structure (Pay-per-Enrollment Model)

The Partner shall be entitled to Rewards based on the number of successful enrollments completed within the specified slabs.

6.1.1 Payout Per Enrollment

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)

6.1.2 Illustrative Examples

Example 1: 10 enrollments

(2 × ₹20,000) + (3 × ₹25,000) + (5 × ₹30,000) = ₹2,65,000

Example 2: 20 enrollments

(2 × ₹20,000) + (3 × ₹25,000) + (15 × ₹30,000) = ₹5,65,000

Example 3: 35 enrollments

(2 × ₹20,000) + (3 × ₹25,000) + (30 × ₹30,000) = ₹10,15,000

6.2 Payment Schedule

The Rewards shall be disbursed in two tranches:

6.2.1 Payment One

Amount: ₹4,000
Timeline: Within thirty (30) days from the date of the Admission Fee payment by the Referral

6.2.2 Payment Two

Amount: The remaining payout
Timeline: After thirty (30) days from the Referral's commencement of term-1 classes
Condition: Provided that all conditions outlined in these Terms and Conditions are met

6.3 Eligibility for Rewards

The Partner shall be eligible for Rewards only if:

The Referral has completed the enrollment process
Including the full payment of both the Admission Fee and the term-1 fee

Important: In cases where the Admission Fee has been paid but the term-1 fee remains unpaid beyond the deadline set by the Company, the Partner 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:

6.4.1 Term-1 Fee Non-Payment

If the Referral fails to complete the term-1 fee payment or requests for a refund for any reason whatsoever:

The Company reserves the right to recover the amount from future payouts due to the Partner

6.4.2 Admission Fee Refund

If any refund of the Admission Fee is processed due to:

False commitments
Ineligibility of the Referral
Any other reason

The Partner 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 Partner shall NOT be eligible for Rewards under the following circumstances:

6.5.1 Fee Concessions

If the Referral is granted:

A fee concession
Scholarship
Waiver of any portion of the Admission or Program Fee

6.5.2 Product Transfer

If the Referral enrolls in/transfers to any other NxtWave product that is not part of the Program.

7. Payment Terms

7.1 Statutory Deductions

The amount of the Reward to be paid will be subject to applicable statutory deductions such as TDS.

7.2 Tax Inclusivity

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

7.3 Code Usage Requirements

The Partner shall be eligible for Reward only if the Referral uses the Partner'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

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

7.4 Refund Before Reward Disbursal

Reward shall not be paid if the Referral claims a refund before the disbursal of the Reward.

7.5 Refund After Reward Payment

If the Referral claims a refund post the payment of the Reward:

The Reward paid to the Partner shall be recovered or deducted/adjusted in future Rewards payable to the Partner

7.6 Multiple Refund Requests - Payment Withholding

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

The Company may withhold any pending payments to the Partner
Any Reward already paid to the Partner shall be recovered or deducted/adjusted from future Rewards payable to the Partner

7.7 Multiple Refund Requests - Program 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 Partner

And/or suspects misuse of the Partner Program or Program by either the Referrals or the Partner:

The Company may at its sole discretion immediately suspend the Partner's participation in the Partner Program
The Company may withhold any pending payments to the Partner
Any Reward already paid to the Partner shall be recovered or deducted/adjusted from future Rewards payable to the Partner

7.8 Invoice Deadline

If the Partner does not raise the invoice within 120 days from the date of notifying the Partner about their eligibility to claim the Reward with respect to a Referral:

The Partner shall forfeit the right to claim and/or receive the unclaimed Reward for that Referral

7.9 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 Partner-by-Partner basis

7.10 Program Upgrades

The Partner 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.

7.11 Payment Timeline

The Partner 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

7.12 Bonus Discretion

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

8. Marketing and Branding Guidelines

8.1 Approved Materials Only

Partners 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

Partners 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

Partners must accurately represent the Company's products, services, and Programs, ensuring that all information provided to potential Referrals is:

Truthful
Transparent
Not misleading

8.4 Prohibited Marketing Practices

Partners 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 Partner 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

8.5.1 Review Timeline

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

8.6 Social Media Promotion

Partners 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

Partners 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
Obtain necessary consents from recipients

8.8 Confidentiality in Marketing

Partners 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 Rights

The Company reserves the right to monitor the Partner's marketing activities to ensure compliance with these guidelines. Partners 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 Partner must immediately rectify the issue
Repeated or severe non-compliance may result in the termination of the Partner's participation in the Program and forfeiture of any earned Rewards

8.11 Testimonials and Reviews

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

Genuine
Reflect the actual experiences of the individuals providing them

8.12 Testimonial Permissions

Partners must obtain explicit permission from individuals before using their testimonials or reviews in any marketing materials.

8.13 Prohibited Platforms and Practices

Partners 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

8.14 Ethical Marketing

Partners 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 Partner Program, with or without prior notice. Continued participation in the Partner Program will constitute deemed acceptance of the updated terms and conditions.

9.2 Reward Changes

The Partner 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 Code Blocking Rights

The Company reserves the right to block the Invitation Link or Invitation Code in case the Partner 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-Registration Prohibition

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

9.5 Accurate Representation Requirement

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

Truthful
Transparent
Not misleading

Partners 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 Partner 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 Partners engage in direct financial transactions with Referrals.

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

Making false commitments
Misrepresentations regarding the Program

The Partner is expressly prohibited from:

Altering, modifying, or misrepresenting the fee structure
Misrepresenting any other terms and conditions established by the Company

Violation Consequences: 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 Partner'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 Partner's participation in the Partner Program with or without prior notice under the following circumstances:

10.1.1 Brand Impact

If the Partner's participation negatively impacts the brand or goodwill associated with any of the Company's Intellectual Property.

10.1.2 False Information

If the Partner provides false or misleading information or makes any misrepresentation to induce the Company into entering this Partner Program.

10.1.3 Fraudulent Activity

If the Partner 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

10.1.4 Legal Non-Compliance

If the Partner fails to comply with any applicable laws, regulations, or industry standards.

10.1.5 Confidentiality Breach

If the Partner discloses any confidential information of the Company without prior written consent.

10.1.6 IP Infringement

If the Partner infringes on the Company's intellectual property rights.

10.1.7 Conflict of Interest

If the Partner engages in activities that present a conflict of interest with the Company's business interests.

10.1.8 Performance Failure

If the Partner consistently fails to meet performance targets or quality standards as outlined by the Company.

10.1.9 Reimbursement Failure

If the Partner fails to reimburse the Company for any Rewards paid on enrollments for which a Referral has sought a refund.

10.1.10 Terms Breach

If the Partner breaches any of the terms and conditions outlined in:

The Partner Program
Affiliate Policies
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 Partner's participation in the Program
Forfeit any earned Rewards
Pursue legal action if necessary

10.3 Termination for Convenience

The Company may terminate the Partner's participation in the Partner Program at any time with or without cause upon 30 days' written notice to the other party.

Upon termination for convenience, the Partner shall:

Cease all promotion of the Program
Return or destroy any confidential information or materials provided by the Company

11. Confidentiality

11.1 Confidentiality Obligations

The Partner 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 Partner 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

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

11.2 Data Security

Partners must implement reasonable security measures to:

Protect the personal data of Referrals
Prevent unauthorized access or breaches

11.3 Breach Consequences

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

Immediate termination of the agreement
Potential legal action

11.4 Breach Notification

Partners must notify NxtWave immediately in the event of:

Any data breach
Unauthorized access to confidential information

12. Data Protection and Privacy

12.1 Legal Compliance

Partners 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

Partners 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

Partners shall ensure that the Personal Data collected is:

Adequate
Relevant
Limited to what is necessary in relation to the purposes for which it is processed

12.4 Consent Requirements

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

12.5 Consent Withdrawal

Partners must provide individuals with an easy way to withdraw their consent at any time. Partners must:

Promptly comply with any withdrawal of consent
Cease processing the individual's Personal Data unless there is another legal basis for processing

12.6 Access and Correction Rights

Partners must allow individuals to:

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

12.7 Deletion Rights

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

12.8 Security Measures

Partners must implement appropriate measures to protect Personal Data against:

Unauthorized or unlawful processing
Accidental loss, destruction, or damage

12.9 Data Breach Notification

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

Take immediate steps to mitigate the breach
Prevent further incidents

12.10 Data Retention

Partners must retain Personal Data only for as long as necessary to:

Fulfill the purposes for which it was collected
As required by applicable laws

12.11 Data Deletion

Partners 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

Partners 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

Partners must not offer, promise, give, request, or accept any:

Bribes
Kickbacks
Other forms of improper payments or inducements, whether directly or indirectly

14. Force Majeure

14.1 Liability Exemption

Neither the Company nor the Partner 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 Partner 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 Rights

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

15.2 Partner Cooperation

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

16. Indemnification

16.1 Partner Indemnification Obligations

Partner 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

Partner 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

16.2 Survival and Cooperation

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

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

17. Limitation of Liability

17.1 Company Liability Limitation

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

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
Use

Incurred by the Partner 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.

17.2 Partner Liability Limitation

The Partner's liability under these Terms and Conditions shall be limited to direct damages resulting from:

The Partner's breach of these Terms and Conditions
Gross negligence up to the total amount of Rewards received by the Partner in the twelve (12) months preceding the claim

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

Loss of profits
Data
Use

Incurred by the Company or any third party, except in cases of:

Willful misconduct
Fraud

18. Intellectual Property Rights

18.1 Ownership of IP

Any intellectual property, including but not limited to:

Ideas
Inventions
Methodologies
Processes
Software
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

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 Partner Assignment Restriction

The Partner 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 Partner.

20. Warranty

20.1 Partner Representations and Warranties

The Partner 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 Partner Program and any actions taken as a Partner 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 Limitation

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

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
Use

Incurred by the Partner 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 Partner's use of the Program
The marketing materials provided by the Company

21. Non-Disparagement

21.1 Non-Disparagement Obligation

The Partner agrees not to engage in any conduct or communications, public or private, designed to disparage:

The Company
Its products
Services
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:

22.3.1 Mutual Discussion

Mutual discussion within 30 days in the first instance.

22.3.2 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
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 Partner and the Company with respect to the Partner 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 Partner Program constitutes acceptance of the modified terms

23.3 Waiver

The failure of the Company or Partner 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
Signed by a duly authorized representative of the Company or Partner

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
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