This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the NIHT Affiliate Program (the “Program“). As used in this Agreement, “we“, “us“, or “our” means Niht Infosolution Private Limited or any of our affiliate; parent; or group companies and our successors and assigns, as the case may be, and “you” means the applicant. NIHT Site means, collectively, the www.nihtdigitalmarketing.com website, the shop.nihtdigitalmarketing.com, the NIHT mobile website and the NIHT mobile applications. “Your site” means your website where you will link to the NIHT Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our Affiliates (defined below), on our behalf.
Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, you have to be 18 years or above to enroll in this Program. To begin the enrollment process, you will submit a complete Program Application via the NIHT Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
If we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Agreement, terminate this Agreement, or both. In addition, you hereby consent to us monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links, and monitoring, crawling, and otherwise investigating your site to verify compliance with this Agreement and Program.
Self-Orders / Bulk Orders
Please also note that you may not book course(s) during sessions initiated through the links generated from your affiliate program for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or book course(s) to be used by you. The reason behind this policy is that the NIHT Affiliate Program is an advertising program rather than a discount program. Our goal is to have our affiliates refer new customers to us in return for referral fees. Affiliates are not eligible for referral fees when they place orders themselves. If you are found in violation of these policies, then NIHT has the right to terminate your registration, as well as revoke all payments linked to your account, unless you can show that the purchases were genuine.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program at a later period, we may terminate this Agreement with immediate effect including withholding all your pending commission payments, with or without notice, as may be determined in sole discretion of Niht Infosolution Pvt. Ltd.
Once you have been notified that your site has been accepted into the Program, and subject to clause 1 of this Terms and Conditions, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the NIHT Site, to provide on your site one or more of the following types of links to the NIHT Site:
You may select one or more course(s) to list on your site using a variety of formats that we make available to you, such as text link format, graphical link format, customizable “widget” format, or “course preview” link format. A “course” is any course listed on the NIHT Site that is fulfilled by us or on our behalf. For each selected course, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each course reference on your site to the corresponding NIHT Site online catalogentry. Each such link will connect directly to a single item in our online catalog. You may add or delete course(s) (and related links) from your site at any time without our approval. You may not use Special Links to link to the NIHT Site from references to course(s) on your site that are not “course(s)” as defined above.
General Link to NIHT Site Home Page:
You may provide a general link on your site to the home page of the NIHT Site.
Any Page Link:
You may provide a link on your site that will link to any particular page on the NIHT Site, provided that you properly use the special link formats provided on the NIHT Site as part of the Program to create such link. We will provide you with guidelines and graphical artwork to use in linking to the NIHT Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special “tagged” link formats to be used in all links between your site and the NIHT Site (and for purposes of this Agreement, the browser window described above that opens upon a user’s clicking on a Quick-Click link is deemed a part of the NIHT Site, and any Quick-Click link is deemed a link between your site and the NIHT Site). You must ensure that each of the links between your site and the NIHT Site properly utilizes such special link formats. Links to the NIHT Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to activity on the NIHT Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that, by participating in the Affiliate Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the NIHT Site. Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Shop.nihtdigitalmarketing.comdomain names. You also acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to course etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring). You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates. Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the NIHT Site; (b) ensure that any “Privacy Information” link or NIHT trademark (either in logo or text form) that we include in a Special Link is not obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your site; (c) use any data, images, text, or other information obtained by you from us or the NIHT Site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (d) not use any Content relating to any Excluded Merchant or any course sold by any Excluded Merchant; (e) not modify or alter any Content that consists of a graphic image, other than to resize it; (f) not edit any Content that consists of text, other than to shorten its length; (g) not sell, redistribute, sublicense or transfer any Content; (h) not use any Content in a manner intended to send sales to any site other than the NIHT Site; (i) promptly delete any Content that is no longer displayed on the NIHT Site or that we notify you is no longer available for your use and (j) not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any course, service, party or cause.
We will book course(s)purchased by customers who follow Special Links from your site to the NIHT Site.We will be responsible for all aspects of order processing and fulfillment. We will track sales made to customers who purchase our courses by using Special Links from your site to the NIHT Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
We will pay you (in accordance with the commission slab) referral fees on courses sold to third parties. For a course sale to be eligible to earn a referral fee, the customer must click-through a Special Link on your site or use the link from whatsapp or other media to the NIHT Site and during a single session, add the course to his or her shopping cart. The session begins when the customer clicks through a Special Link on your site to the NIHT Site and ends upon the first to occur of the following events:
We will only pay referral fees on eligible course(s) after order and payments are received. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the NIHT Site are not properly formatted. We will not, however, pay referral fees on any course(s) that are added to a customer’s Shopping Cart after the customer has reentered the NIHT Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the NIHT Site. You may not book course(s) during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. In addition, you may not:
From time to time we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities.
During each calendar month, for Qualifying course(s) sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the “Fee Structure” described below. Fee Structure: Subject to the other terms of this Agreement, you will earn a percentage of Qualifying Revenues (revenues derived by us from customers as a result of sales of Qualifying Course(s) sold during sessions initiated through Special Links on your site, excluding GST or other taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt) set forth in the table below that corresponds to the number of such Qualifying course(s) sold during sessions initiated through Special Links on your site.
You understand and agree that we may cap your referral fees to a fixed amount (“Monthly Limit”) per month, at our sole discretion. In such event that your referral fees for a calendar month exceed this Monthly Limit, the amount we pay you for such calendar month shall not exceed this Monthly Limit.
Referral Fee Payment
We will pay you referral fees on a monthly basis for Qualifying course(s). Approximately 20 days following the end of each calendar month, all payments will be transferred to you via Electronic Funds Transfer (EFT) for the referral fees earned; the minimum threshold limit for such payments will be ₹ 2,000/- (subject to all the necessary documents having been submitted by the affiliate to NIHT for processing payments through EFT)
One time signup bonus will be payed to you once the threshold limit of ₹2,000/- is crossed.
Documents required for EFT payments are as follows:
Please ensure that all details match with the details mentioned in your Affiliate Account.
The referral fee payable to you is inclusive of all taxes including goods and service tax or other tax or levy that you may be required to remit in connection with such services. If required by applicable Indian tax law, we may deduct or withhold income taxes from the referral fees payable to you. If you are an Indian resident, your referral fees payable to you will be subjected to income tax (5% TDS as per section 194(H) of Income Tax Act) provided documents are uploaded as per the payment mode opted. In case if there is no documents provided for EGV, referral fees would be subject to a 20% income tax (TDS) withholding.
If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of income tax withholding applicable to you will vary and income tax would be withheld from the referral fees accrued to you on the basis of documents submitted by you which are required as per the provisions of Income Tax of India.
If we deduct or withhold income taxes from referral fees payable to you, we will issue to you the relevant withholding tax certificate evidencing deposit of the taxes with the relevant regulatory authorities. If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on referral fees payable to you. You hereby agree that you will not pursue any claim against NIHT or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any income taxes NIHT deposits with a relevant taxing authority pursuant to the this Operating Agreement.
Customers who buy course(s) through this Program will be deemed to be our students. Accordingly, all of our rules, policies, and operating procedures concerning will be applicable to them. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for course(s) sold under this Program in accordance with our own pricing policies. Course(s) prices and availability may vary from time to time. Because price changes may affect course(s) that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular course(s).
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause). Any such activity will lead to suspension of your account and/or withholding of payment of any accrued and future commissions as being in violation of this Agreement.
We grant you a nonexclusive, revocable right to use the graphic image and text, solely for the purpose of identifying your site as a Program participant and to assist in generating Course booking. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email and all other anti-spam laws.
The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the NIHT Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying courses that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Effect of Termination: Upon termination of this Agreement by either side you will cease to be an affiliate and shall remove all links to the NIHT site as detailed in clause 12 herein above and non-removal of links and use of all or any of our trademark, trade dress, logos and price are treated as illegal crawling and infringement of our Trademark.
We may modify any of the terms and conditions contained in this Agreement, without prior notice at any time and in our sole discretion, by posting a change notice or a new agreement on the NIHT Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on the NIHT site will constitute binding acceptance of the change.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this clause.
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any courses sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the NIHT Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Any dispute relating in any way to the Program or this Agreement will be adjudicated in courts in Kolkata (West Bengal) and you hereby consent to exclusive jurisdiction and venue in those courts. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
This Agreement will be governed by the laws of the Indian Republic, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.