Version: VIS-Partner-Agreement-v1.0-2026-07-09
Parties: Vishram International Services Private Limited ("Company") and the individual or organization registering as a Referral Partner ("Referral Partner", "Partner", "You").
By registering as a Referral Partner, You acknowledge that You have read, understood, and agreed to be legally bound by these Terms and Conditions.
1.Purpose
The Company operates international education and overseas placement services, including High School Abroad Programs, Study Abroad Programs, Work Abroad Programs, Internship Programs, Exchange Programs, and any future services introduced by the Company. The Referral Partner agrees to introduce prospective clients to the Company in exchange for referral incentives as determined by the Company.
2.Eligibility
To become a Referral Partner, You must:
- Be at least 18 years of age.
- Provide accurate identity and contact information.
- Hold a valid Indian bank account for commission payments.
- Possess PAN details where applicable.
- Not be prohibited by law from entering into contracts.
The Company reserves the right to reject any registration without assigning any reason.
3.Nature of Relationship
The Referral Partner is an Independent Referral Partner only. Nothing contained herein shall be construed to create Employment, Agency, Franchise, Partnership, Joint Venture, or Employer-Employee relationship. The Referral Partner has no authority to bind the Company legally, make commitments on its behalf, negotiate contracts, accept payments on its behalf, or represent themselves as an employee or authorized officer.
4.Referral Process
A referral shall be considered valid only if it is submitted through the Company's approved referral system, the student/applicant has not previously contacted or been registered with the Company, the lead contains genuine and complete information, and the referred person expressly agrees to be contacted by the Company. The Company reserves sole discretion to determine whether a referral is valid.
5.Duplicate Referrals
If the same prospective client is referred by multiple Referral Partners, the first complete referral received in the Company's CRM/system shall be considered valid. The Company's decision shall be final and binding.
6.Commission Eligibility
Referral commission shall become payable only when the referred candidate successfully enrolls through the Company, required agreements are signed, all applicable fees have been fully paid by the client, and the Company has received the corresponding revenue. No commission shall be payable merely for submitting leads.
7.Commission Amount
Commission rates shall be determined solely by the Company and may vary depending on program type, country, institution, employer, promotional campaigns, and internal business policy. The Company reserves the right to revise commission structures at any time.
8.Commission Payment
Commission shall normally be processed within 30 to 60 working days after full payment is received from the client, any applicable refund period has expired, and required compliance checks are completed. Payments shall be made through bank transfer only.
9.Circumstances Where No Commission Shall Be Payable
No commission shall be payable if: the candidate withdraws; visa is refused before program confirmation; the student fails to make payment; the employer cancels recruitment; the institution cancels admission; payment is refunded; fraud or misrepresentation is discovered; a duplicate referral exists; or the lead is incomplete or fake.
10.Taxes
Referral Partners shall be solely responsible for Income Tax, GST (where applicable), Professional Tax, and any statutory obligations. The Company may deduct applicable TDS under the Income-tax Act, 1961.
11.Confidentiality
The Referral Partner shall keep confidential all student information, pricing, commission structure, business processes, internal documents, partner communications, contracts, and marketing strategies. This obligation shall survive termination of this Agreement.
12.Personal Data
The Referral Partner agrees to collect personal information only with the individual's consent, not to misuse personal information, to comply with applicable Indian data protection laws, and to share information only through authorized Company channels.
13.Marketing Guidelines
The Referral Partner shall not make false promises, guarantee admissions, visas, jobs, or scholarships, publish misleading advertisements, modify Company brochures without permission, or use the Company's trademarks without written authorization. Only official marketing material may be used.
14.Payments from Clients
The Referral Partner shall never collect tuition fees, visa fees, service charges, or accept cash on behalf of the Company. Any unauthorized collection shall constitute serious misconduct.
15.Compliance with Laws
The Referral Partner shall comply with all applicable laws of India, including the Indian Contract Act, 1872; Information Technology Act, 2000; Consumer Protection Act, 2019; Income-tax Act, 1961; and any applicable data protection legislation.
16.Intellectual Property
All logos, brand names, trademarks, documents, brochures, website content, and training materials remain the exclusive property of the Company. No ownership rights are transferred.
17.Non-Disparagement
The Referral Partner shall not defame the Company, spread false information, or damage the Company's reputation online or offline.
18.Fraudulent Activities
Fake referrals, identity fraud, forged documents, misrepresentation, fake testimonials, unauthorized fee collection, commission manipulation, and misleading advertisements shall constitute material breach. Upon detection, the Company may cancel commissions, suspend the account, recover losses, and initiate civil or criminal proceedings.
19.Termination
The Company may terminate this Agreement immediately if any provision is violated, fraud is suspected, business interests are affected, or applicable laws require termination. The Referral Partner may terminate participation by providing written notice. Termination shall not affect rights accrued prior to termination.
20.Limitation of Liability
The Company shall not be liable for visa refusal, admission rejection, employer decisions, embassy decisions, immigration authority decisions, candidate decisions, or consequential or indirect losses.
21.Indemnity
The Referral Partner agrees to indemnify and hold harmless the Company, its directors, officers, employees, and representatives from any claims, liabilities, damages, losses, or expenses arising out of breach of this Agreement, misrepresentation, negligence, violation of applicable laws, or unauthorized acts.
22.Force Majeure
The Company shall not be liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, pandemic, government restrictions, war, civil unrest, internet failures, airline disruptions, or embassy closures.
23.Modification
The Company reserves the right to modify these Terms & Conditions at any time. Continued participation after such modification shall constitute acceptance of the revised Terms.
24.Governing Law
This Agreement shall be governed by the laws of the Republic of India.
25.Jurisdiction
Any disputes arising from this Agreement shall be subject exclusively to the courts having jurisdiction at Anand, Gujarat, unless otherwise determined by the Company.
26.Entire Agreement
This Agreement constitutes the complete understanding between the parties and supersedes all prior discussions, communications, or understandings.
27.Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
28.Electronic Acceptance
By clicking "I Agree", checking the acceptance box, submitting the registration form, or otherwise participating in the referral program, the Referral Partner acknowledges that they have read and understood this Agreement and voluntarily accept these Terms. Such electronic acceptance shall constitute a legally binding agreement under the Information Technology Act, 2000.
29.Non-Circumvention
Any student, applicant, parent, institution, employer, organization, or other prospective client introduced to the Company shall remain the exclusive business lead of the Company. The Referral Partner shall not, directly or indirectly, solicit or divert such clients away from the Company, provide competing services without prior written consent, introduce the referred client to a competitor for the same purpose, or attempt to receive any commission from a third party in relation to the referred client. This restriction shall remain effective for 24 months from the date of the referral. In the event of any breach, the Company reserves the right to recover all commissions previously paid, claim damages, terminate this Agreement immediately, and initiate appropriate legal proceedings.
30.Commission Recovery (Clawback)
The Company reserves the right to recover, adjust, withhold, or set off any commission already paid where the student withdraws before program commencement, the employer cancels recruitment, admission is cancelled due to the student's actions, the client receives a refund, fraudulent documents are discovered, false information was submitted, a duplicate referral is identified, commission was paid due to an administrative error, or any payment received from the client is reversed, disputed, or refunded. Where recovery is not possible by adjustment, the Referral Partner shall refund such commission within 15 days of receiving written notice from the Company.
31.Anti-Bribery and Anti-Corruption
The Referral Partner shall comply with all applicable anti-bribery and anti-corruption laws and shall not offer, promise, give, request, or accept any unlawful payment, gift, commission, or improper benefit; influence admissions, visa, or employment decisions through improper means; or engage in any activity exposing the Company to legal or reputational risk. Any violation shall result in immediate termination and may lead to civil and criminal action.
32.Code of Conduct
The Referral Partner agrees to conduct business ethically, professionally, and honestly — treating all students, parents, employers, institutions, and Company representatives with respect, providing accurate information, avoiding misleading advertisements, maintaining confidentiality, acting in the best interests of prospective clients, avoiding conflicts of interest, and promptly disclosing any complaint received from a referred client. The Company reserves the right to suspend or terminate any Referral Partner who violates this Code of Conduct.
33.Know Your Customer (KYC)
Before releasing any referral commission, the Company may require the Referral Partner to submit KYC documents, including PAN Card, Aadhaar Card, Passport (where applicable), Bank Account Details, GST Registration (if applicable), Address Proof, and any additional documents reasonably requested. Failure to complete KYC verification may result in withholding of commission payments until verification is completed.
34.Survival
Confidentiality, Intellectual Property, Non-Circumvention, Commission Recovery, Indemnity, Governing Law, Jurisdiction, Dispute Resolution, Outstanding Payment Obligations, and any rights or obligations which by their nature are intended to survive termination, shall survive termination or expiry of this Agreement.
35.Electronic Records and Digital Acceptance
Electronic records maintained by the Company shall constitute valid business records. Electronic communications, emails, website acceptance, digital forms, OTP verification, digital signatures, and click-wrap acceptance shall constitute valid and legally enforceable acceptance of this Agreement, having the same legal effect as a handwritten signature in accordance with the Information Technology Act, 2000 and other applicable laws of India. The Company may maintain electronic records as evidence of acceptance.
36.Non-Exclusive Appointment
Appointment as a Referral Partner is strictly non-exclusive. Nothing in this Agreement shall restrict the Company from appointing other Referral Partners, working with educational institutions, agents, or consultants, marketing directly to prospective clients, or conducting promotional campaigns in any territory. The Referral Partner shall have no exclusive territorial, geographic, institutional, or market rights unless expressly agreed in writing by the Company.
37.Right to Reject Applications
The Company reserves the absolute and sole discretion to reject, refuse, suspend, or discontinue any student application, client inquiry, referral, or referral partner registration without assigning any reason. Such decision shall not give rise to any claim for compensation or damages.
40.No Misrepresentation
The Referral Partner shall not make any statement, promise, assurance, advertisement, or representation that is inconsistent with the Company's official policies or written communications, including guaranteeing visas, admission, jobs or salaries, permanent residency or immigration, scholarships unless officially confirmed, or processing timelines, or misrepresenting tuition fees or claiming affiliation with any government or embassy unless expressly authorized. The Referral Partner shall be solely liable for any unauthorized representation made to prospective clients and shall indemnify the Company against any resulting claims, complaints, penalties, or legal proceedings.
41.No Misrepresentation (Extended)
The Referral Partner shall act honestly, ethically, and in accordance with all instructions, policies, and marketing materials issued by the Company, and shall not make any false, misleading, or inaccurate statement, promise, assurance, advertisement, representation, or commitment. Without limiting the foregoing, the Referral Partner shall not, directly or indirectly:
- Promise or imply guaranteed admission to any school, college, university, or educational institution.
- Promise or imply guaranteed visa approval, immigration approval, permanent residency, or citizenship.
- Promise or imply guaranteed employment, job placement, salary, work permit, internship, or career outcome.
- Guarantee scholarships, tuition fee waivers, financial aid, accommodation, host families, or other benefits unless expressly confirmed in writing by the Company.
- Misrepresent tuition fees, service charges, government fees, visa fees, processing timelines, or eligibility criteria.
- Represent themselves as an employee, director, officer, legal representative, or authorized spokesperson of the Company unless expressly authorized in writing.
- Use forged, altered, misleading, or unauthorized documents, testimonials, certificates, logos, or marketing materials.
- Make false, defamatory, or misleading statements about the Company, its competitors, institutions, employers, embassies, or government agencies.
- Collect or receive any payment, deposit, commission, gift, or consideration from any client on behalf of the Company unless specifically authorized in writing.
The Referral Partner shall be solely responsible and liable for any unauthorized representation, commitment, assurance, or promise made to any prospective client or third party. The Company shall not be bound by any such unauthorized statements. The Referral Partner agrees to fully indemnify, defend, and hold harmless the Company, its directors, shareholders, officers, employees, representatives, affiliates, and agents against any and all claims, complaints, liabilities, losses, damages, penalties, fines, costs, legal expenses (including reasonable advocate's fees), or proceedings arising directly or indirectly from any breach of this clause.
Any violation of this Clause shall constitute a material breach of this Agreement and shall entitle the Company, without prejudice to any other rights or remedies available under law or this Agreement, to immediately suspend or terminate the Referral Partner's registration without prior notice; withhold, cancel, or recover any unpaid or previously paid referral commissions; seek compensation for any financial or reputational loss suffered; and initiate appropriate civil, criminal, or regulatory proceedings before the competent authorities or courts in India. The obligations contained in this Clause shall survive the termination or expiration of this Agreement.
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