INTUCATE

1. Introduction

This Partner Terms Agreement (hereinafter referred to as the "Agreement") is entered into between Dharia Enterprises Private Limited, a company incorporated under the Companies Act, 2013, operating the brand "Intucate" (hereinafter referred to as "Intucate," "we," "us," or "the Company"), and any third party that registers, is approved, or collaborates with the Intucate Platform as a partner (hereinafter referred to as the "Partner").

Intucate operates an online education technology (EdTech) platform specifically designed for Chartered Accountancy (CA) students in India, providing access to online courses, video lectures, study materials, mock tests, student learning analytics, community discussions, and ancillary educational services via its web platform and mobile applications (Android and iOS).

This Agreement governs the terms and conditions under which Partners may collaborate with, contribute to, list on, integrate with, or otherwise engage with the Intucate Platform. By registering as a Partner or by continuing any partnership arrangement with Intucate, the Partner expressly agrees to be bound by the terms set forth in this Agreement. If the Partner does not agree to these terms, they must not engage in any partnership activity with the Platform.

This Agreement applies to all forms of partnership collaboration, including but not limited to course creation, content distribution, educational partnerships, affiliate marketing, coaching institute collaborations, and strategic educational partnerships. It applies equally to collaborations conducted via the Intucate web platform and mobile applications.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them herein, unless the context expressly requires otherwise:

2.1 "Platform" means the Intucate digital learning ecosystem, including the website (www.intucate.com or any associated domain), the Intucate mobile applications (Android and iOS), and all related digital infrastructure, tools, portals, and services operated by Dharia Enterprises Private Limited under the brand name Intucate.

2.2 " "Partner" means any individual instructor, educator, content creator, educational institution, coaching institute, affiliate marketer, or strategic educational collaborator who has been approved by Intucate to participate in a Partnership arrangement and is bound by this Agreement.

2.3 "Content" means any and all educational materials created, submitted, uploaded, or licensed by the Partner for use on the Platform, including but not limited to video lectures, audio recordings, written study materials, notes, mock test questions and answers, quizzes, e-books, PDFs, course modules, presentations, graphics, illustrations, and any other educational resources in any format.

2.4 "Services" means the suite of educational technology services offered through the Platform, including course hosting, video streaming, mock test administration, analytics, student community features, and related digital services.

2.5 "Students" means end users of the Platform who register, subscribe, enrol in courses, or otherwise access the Services, being primarily Chartered Accountancy (CA) aspirants and students enrolled in CA Foundation, CA Intermediate, or CA Final level examinations.

2.6 "Intellectual Property" or "IP" means all intellectual property rights, including but not limited to copyrights, trademarks, service marks, patents, trade secrets, database rights, moral rights, and all other proprietary rights whether registered or unregistered, subsisting anywhere in the world.

2.7 "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by either party in connection with the Partnership, including but not limited to business plans, revenue data, Student data, technical systems, marketing strategies, financial terms, pricing, and any other information designated as confidential.

2.8 "Revenue Share" means the agreed financial arrangement between Intucate and the Partner determining the distribution of income generated from the sale, subscription, or licensing of Partner Content or Services on the Platform.

3. Partner Eligibility

3.1 General Eligibility: Partnership eligibility is determined exclusively at the discretion of Intucate. To be eligible to become a Partner, an applicant must:

• Be an individual aged 18 years or above, or a duly incorporated or registered legal entity under the applicable laws of India;
• Possess demonstrable expertise, qualifications, or credentials relevant to Chartered Accountancy education, related subjects, or ancillary fields approved by Intucate;
• Agree to and comply with this Agreement and all applicable Platform policies;
• Maintain a good standing with relevant professional regulatory bodies where applicable, including but not limited to the Institute of Chartered Accountants of India (ICAI).

3.2 Instructor Eligibility: Individual instructors or content creators seeking Partnership for course creation must additionally demonstrate:

• A recognised academic qualification, professional certification, or substantial professional experience in the relevant subject area;
• The ability to create high-quality, original educational content meeting the standards specified in Section 6 of this Agreement;
• Compliance with all applicable professional conduct norms prescribed by any professional body of which they are a member.

3.3 Institutional Eligibility: Educational institutions, coaching institutes, and organisations must additionally provide:

• Valid registration or incorporation documents.
• A letter of authority designating an authorised representative to execute this Agreement.
• Evidence of legitimate operation in the educational services sector.
• Any applicable regulatory approvals or recognitions required under Indian education law.

Intucate reserves the right to reject any Partnership application without providing reasons and without incurring any liability whatsoever. Approval of a Partnership application by Intucate shall not be construed as an endorsement of the Partner's credentials, qualifications, or content.

4. Scope of Partnership

4.1 Types of Partnerships: Subject to the terms of this Agreement and any additional agreements between the parties, the following forms of partnership collaboration are permitted on the Platform:

4.1.1 Course Creation Partnerships: Partners may create, develop, and upload educational courses, modules, and associated materials for hosting and distribution on the Platform. The scope, subject matter, and format of such courses shall be agreed upon in writing between the Partner and Intucate prior to commencement.

4.1.2 Content Distribution Partnerships: Partners may grant Intucate a licence to distribute, host, or integrate pre-existing educational content on the Platform, subject to the Intellectual Property provisions in Section 7 and any separate content licensing agreement.

4.1.3 Educational Institution Partnerships: Accredited educational institutions and coaching institutes may enter into institutional partnerships with Intucate for the purpose of co-creating content, offering blended learning programmes, or integrating Platform Services into their pedagogical framework.

4.1.4 Affiliate Partnerships: Approved affiliates may promote the Platform, its courses, and Services through designated affiliate channels and earn a commission based on the Revenue Share structure as detailed in Section 8 of this Agreement.

4.1.5 Strategic Educational Partnerships: Intucate may enter into customised strategic partnerships with select organisations for purposes including but not limited to curriculum development, joint ventures, co-branding, or exclusive educational programmes. The terms of such partnerships shall be governed by separate written agreements in addition to this Agreement.

4.2 The scope of any specific Partnership shall be further defined by a separate Partner onboarding documentation, statement of work, or addendum executed between the parties. In the event of any conflict between such documentation and this Agreement, the terms of this Agreement shall prevail unless expressly agreed otherwise in writing by Intucate.

4.3 Partners are not employees, agents, or representatives of Intucate. The relationship between Intucate and the Partner is that of independent contractors. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship in the legal sense.

5. Partner Responsibilities

5.1 By entering into this Agreement, each Partner undertakes and agrees to the following obligations throughout the duration of their Partnership with Intucate:

5.2 Content Accuracy: Partners shall ensure that all Content submitted to or distributed through the Platform is factually accurate, up-to-date, educationally sound, and appropriate for the intended Student audience. Partners shall promptly notify Intucate of any inaccuracies or errors discovered in their Content after submission.

5.3 Copyright and Intellectual Property Compliance: Partners shall ensure that all Content submitted to the Platform is either wholly original and owned by the Partner, or that the Partner holds all necessary licences, permissions, and consents required to use and sublicence such Content to Intucate for the purposes contemplated under this Agreement. Partners shall indemnify Intucate against any claims arising from copyright infringement as detailed in Section 19.

5.4 Academic Integrity: Partners shall uphold the highest standards of academic integrity in all Content and activities on the Platform. This includes adhering to the academic standards and examination regulations of the Institute of Chartered Accountants of India (ICAI) and other relevant regulatory bodies.

5.5 Professional Conduct: Partners shall conduct themselves with professionalism and integrity in all interactions with Students, Intucate staff, and other Partners. Partners shall not engage in any conduct that is offensive, discriminatory, harassing, defamatory, misleading, or contrary to the values of Intucate.

5.6 Compliance with Platform Policies: Partners shall at all times comply with Intucate's Platform usage policies, community guidelines, Content submission guidelines, and all other policies published on the Platform, as amended from time to time.

5.7 Notification of Changes: Partners shall promptly inform Intucate of any material change in their qualifications, professional standing, legal status, or any circumstances that may affect their ability to fulfil their obligations under this Agreement.

6. Content Submission and Approval

6.1 Submission Process: Partners must submit all Content through the designated Content submission portal, tools, or channels specified by Intucate. Content submitted through unauthorised channels may not be reviewed and Intucate shall bear no liability for such submissions.

6.2 Content Review: All Content submitted by Partners is subject to a revie

• Review, evaluate, and assess Content prior to publication on the Platform.
• Request modifications, corrections, or additions to submitted Content.
• Reject Content that does not meet the required quality standards or that violates this Agreement.
• Temporarily withhold Content from publication pending review.
• Remove previously approved Content from the Platform if it is subsequently found to be in violation of this Agreement or any applicable law.

6.3 Content Quality Standards: All Content submitted to the Platform must meet the following minimum quality standards:

• Be educationally accurate, relevant, and beneficial to CA students at the appropriate examination level.
• Be original and not plagiarised from any third-party source without proper attribution and appropriate licences.
• Be free from objectionable, offensive, discriminatory, or inappropriate material.
• Be technically compliant with the format, resolution, file size, and other technical specifications prescribed by Intucate.
• Be presented in a clear, professional, and pedagogically sound manner.
• Comply with all applicable laws, regulations, and regulatory guidelines.

6.4 Editorial Rights: Intucate reserves the right to make minor editorial adjustments to Content for formatting, presentation, and Platform compatibility purposes without seeking prior approval from the Partner. Substantive changes to Content shall be communicated to the Partner. Intucate's decision regarding Content approval, rejection, or removal shall be final.

6.5 No Obligation to Publish: Submission of Content by a Partner does not create any obligation on Intucate to publish, distribute, or retain such Content on the Platform. Intucate may, at its sole discretion, decline to publish or subsequently remove any Content without incurring any liability to the Partner.

7. Intellectual Property Rights

7.1 Retention of Partner IP: Subject to the licence granted in Clause 7.2 below, Partners retain ownership of the Intellectual Property rights in and to the original Content created by them and submitted to the Platform, to the extent that such Content is original and independently created by the Partner.

7.2 Licence Grant to Intucate: By submitting Content to the Platform, the Partner grants Intucate a non-exclusive (unless otherwise agreed in writing), worldwide, royalty-free (subject to the Revenue Share arrangements in Section 8), sub-licensable licence to:

• Host, store, reproduce, and transmit the Content on and through the Platform.
• Display, publish, and make the Content available to Students and registered users of the Platform.
• Distribute, promote, and market the Content through any channels operated or authorised by Intucate.
• Create derivative works, compilations, or adaptations of the Content for Platform-related purposes with prior written consent of the Partner.
• Use the Partner's name, likeness, biographical information, and credentials solely for the purpose of presenting, promoting, and attributing the Content on the Platform.

7.3 Duration: The licence granted under Clause 7.2 shall remain in effect for the duration of this Agreement and for a period of ninety (90) days following termination, solely for the purpose of winding down Content availability and fulfilling obligations to enrolled Students. Following this period, Intucate shall take reasonable steps to remove the Partner's Content from the Platform, subject to any obligations to Students already enrolled.

7.4 Intucate IP: All Intellectual Property rights in and to the Platform, including its software, technology, interface, design, trademarks, brand name "Intucate," logos, marketing materials, Student data, analytics, and proprietary processes, are and shall remain the exclusive property of Dharia Enterprises Private Limited. Partners are granted no rights in Intucate's IP except as expressly stated in Section 10.

7.5 Prohibition on Unauthorised Use: Partners shall not, without the prior written consent of Intucate:

• Redistribute, resell, or sublicence Content to any third party outside the Platform.
• Remove, alter, or obscure any copyright notices, attribution information, or Intellectual Property notices contained in any Content.
• Reverse engineer, decompile, or attempt to extract the source code of any Platform software.
• Use Intucate's Intellectual Property for any purpose not expressly authorised under this Agreement.

7.6 Copyright Infringement Warranty: The Partner warrants and represents that the Content does not and will not infringe upon the Intellectual Property rights of any third party. In the event of any copyright infringement claim arising from Partner Content, Intucate reserves the right to immediately remove the relevant Content, suspend the Partnership, and seek indemnification from the Partner as provided in Section 19.

8. Revenue Sharing and Payments

8.1 Revenue Model: The specific revenue share percentage or fixed payment arrangement applicable to each Partnership shall be set out in a separate written Partner agreement, addendum, or onboarding documentation executed between Intucate and the Partner. In the absence of a specific agreement, Intucate's standard revenue share terms as published on the Platform's Partner portal shall apply.

8.2 Payment Calculation: Revenue payable to Partners shall be calculated based on the net revenue received by Intucate from Students or transactions attributable to the Partner's Content or referrals, after deducting applicable platform fees, payment processing charges, taxes, refunds, chargebacks, and any other deductions as specified in the Partner's individual agreement.

8.3 Payment Schedule: Unless otherwise agreed in writing, payments due to Partners shall be processed on a monthly basis, within thirty (30) days following the end of each calendar month, subject to:

• The Partner providing accurate and complete payment details and KYC documentation as required by Intucate.
• The payment amount exceeding the minimum payout threshold specified in the Partner portal.
• Intucate completing its reconciliation and verification processes.

8.4 Payment Method: Payments shall be made by electronic transfer to the Partner's designated bank account. Partners are responsible for maintaining accurate and up-to-date payment information. Intucate shall not be liable for delays or failed payments arising from incorrect payment information provided by the Partner.

8.5 Tax Responsibility: Partners are solely responsible for all tax obligations arising from payments received under this Agreement, including but not limited to income tax, Goods and Services Tax (GST), professional tax, and any other applicable levies under Indian law. Partners shall provide Intucate with all requisite tax documentation, including GST registration details and PAN, as applicable. Intucate shall deduct Tax Deducted at Source (TDS) as required under the Income Tax Act, 1961, and shall issue Form 16A or such other TDS certificates as prescribed by law. Partners shall not hold Intucate responsible for any tax liabilities arising from revenue received under this Agreement.

8.6 Disputes Regarding Payments: Any dispute relating to payment amounts must be raised in writing within thirty (30) days of the payment date. Disputes raised after this period shall not be entertained.

9. Marketing and Promotion

9.1 Promotion by Intucate: Intucate may, at its sole discretion, promote Partner Content and the Partner's association with the Platform through its owned and operated marketing channels, including but not limited to the Platform, social media channels, email newsletters, webinars, advertisements, and press releases. Intucate shall use reasonable efforts to represent Partner Content and credentials accurately in all promotional materials.

9.2 Partner-Led Marketing: Partners may promote their association with the Platform and their Content hosted on the Platform, subject to compliance with Section 10 (Brand and Trademark Usage) of this Agreement. All Partner-led marketing communications relating to the Platform must:

• Be accurate, truthful, and not misleading;
• Comply with the Advertising Standards Council of India (ASCI) guidelines and applicable consumer protection laws.
• Not make any representations, warranties, or promises on behalf of Intucate.
• Not disparage, defame, or misrepresent Intucate, its Platform, or its Services.

9.3 Affiliate Marketing: Affiliate Partners shall conduct promotional activities strictly in accordance with the Affiliate Programme terms provided by Intucate. Affiliate Partners are prohibited from engaging in spamming, misleading advertising, incentivised clicks, cookie stuffing, or any other deceptive or unethical promotional practices.

9.4 No Exclusivity: Unless expressly agreed in writing, promotional activities do not confer any exclusivity of promotional arrangements, and Intucate reserves the right to simultaneously promote Content from multiple Partners on similar subject matters.

10. Brand and Trademark Usage

10.1 Intucate'sBrand Ownership: The name "Intucate," the Intucate logo, and all associated brand assets are registered or unregistered trademarks and intellectual property of Dharia Enterprises Private Limited. Unauthorised use of Intucate's brand assets is strictly prohibited and may constitute infringement of trademark rights.

10.2 Limited Licence for Brand Use: Subject to prior written approval from Intucate's marketing team in each instance, Partners are granted a limited, non-exclusive, non-transferable, revocable licence to use the Intucate name and approved logo solely for the purpose of accurately identifying their affiliation with the Intucate Platform in promotional materials. This licence does not extend to:

• Using Intucate's brand assets in a manner that implies endorsement by Intucate of the Partner's products, services, or views beyond the scope of the Partnership.
• Modifying, altering, distorting, or creating derivative works of Intucate's logo or brand assets.
• Using Intucate's brand assets after the termination of this Agreement.
• Using Intucate's brand assets in any context that may damage, tarnish, or bring disrepute to the Intucate brand.

10.3 Brand Guidelines: Partners must adhere to Intucate's brand guidelines as published and updated on the Partner portal. Intucate reserves the right to withdraw permission to use its brand assets at any time upon written notice.

11. Confidentiality

11.1 I Obligations of Confidentiality: Each party agrees to keep all Confidential Information of the other party strictly confidential and to not disclose such information to any third party without the prior written consent of the disclosing party. Each party shall use the Confidential Information of the other party solely for the purposes of fulfilling its obligations under this Agreement.

11.2 Standard of Care: Each party shall protect the other party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information, and in any event no less than a reasonable standard of care.

11.3 Exceptions: The obligations of confidentiality shall not apply to information that:

• Is or becomes publicly available through no breach of this Agreement by the receiving party.
• Was rightfully known to the receiving party prior to disclosure, without restriction
• Is independently developed by the receiving party without use of or reference to the Confidential Information.
• Is required to be disclosed by law, regulation, court order, or order of any competent governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement and reasonable assistance in seeking a protective order.

11.4 Return of Confidential Information: Upon termination of this Agreement or upon request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession.

11.5 Survival: The confidentiality obligations under this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

12. Compliance with Laws

12.1 Partners shall at all times comply with all applicable laws, regulations, rules, and guidelines in connection with their activities under this Agreement, including but not limited to.

12.1.1 Intellectual Property Laws: The Copyright Act, 1957 (as amended), the Trade Marks Act, 1999, and all other applicable intellectual property legislation in India. Partners shall ensure that Content does not infringe upon any third party's IP rights.

12.1.2 Educational Regulations: All regulations, guidelines, circulars, and notifications issued by the Institute of Chartered Accountants of India (ICAI) and any other applicable regulatory body governing the provision of CA education and coaching services in India.

12.1.3 Digital Platform Regulations: The Information Technology Act, 2000 (as amended), the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and all other applicable digital and cyber laws in India.

12.1.4 Consumer Protection Laws: The Consumer Protection Act, 2019, including the Consumer Protection (E-Commerce) Rules, 2020, as applicable.

12.1.5 Taxation Laws: All applicable provisions of the Income Tax Act, 1961, the Goods and Services Tax (GST) legislation, and any other applicable tax laws in India.

12.2 Partners shall promptly notify Intucate in writing if they become aware of any actual or potential breach of applicable law in connection with their activities on the Platform.

13. Academic Integrity and Ethical Standards

13.1 Intucate is committed to maintaining the highest standards of academic integrity and ethical conduct in all educational content and services offered on the Platform. All Partners are required to uphold these standards without exception.

13.2 Partners are expressly prohibited from:

• Making false, misleading, exaggerated, or unsubstantiated claims about the educational benefits, outcomes, or effectiveness of their Content;
• Guaranteeing or promising specific examination results, pass rates, marks, ranks, or outcomes to Students.
• Promoting, facilitating, or condoning any form of academic dishonesty, examination fraud, use of unfair means, cheating, impersonation, or breach of examination regulations.
• Disclosing, distributing, or purporting to disclose actual examination question papers, answer keys, or examiner confidential information.
• Misrepresenting their own qualifications, credentials, affiliations, or professional standing.
• Using Students' academic vulnerabilities, anxieties, or aspirations to promote their Content through manipulative or deceptive practices.
• Providing Content that is designed to assist Students in circumventing the official examination and evaluation systems of the ICAI or any other regulatory body.

13.3 Violations of academic integrity standards shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Partnership without liability to Intucate, in addition to any other legal remedies available.

14. Content Moderation and Removal

14.1 Intucate's Right to Moderate: Intucate reserves the absolute right to monitor, review, moderate, restrict access to, or remove any Content hosted on the Platform that, in Intucate's reasonable judgement.

• Violates this Agreement or any applicable Platform policy.
• Infringes IP rights.
• Infringes upon the Intellectual Property rights of any third party.
• Is inaccurate, misleading, outdated, or educationally harmful.
• Violates any applicable law, regulation, or court order.
• Constitutes or facilitates academic dishonesty or examination fraud.
• Is offensive, obscene, discriminatory, or harmful to any group.
• Could damage the reputation, brand, or interests of Intucate

14.2 Notice and Right of Response: Where practicable and consistent with applicable law, Intucate shall notify the Partner prior to or promptly following the removal or restriction of Content, and shall provide the Partner with an opportunity to respond or submit revised Content. However, Intucate reserves the right to act without prior notice where the situation demands urgent action.

14.3 Third-Party Complaints: Where Content removal is initiated in response to a valid complaint from a third party alleging infringement of their rights, Intucate shall follow applicable takedown procedures as prescribed under the Information Technology Act, 2000, and related rules.

14.4 No Liability for Removal: Intucate shall not be liable to the Partner for any loss of revenue, reputation, or other damages arising from the moderation or removal of Content in good faith pursuant to this Section.

15. Data Protection and Privacy

15.1 Compliance with Data Protection Laws: Partners shall at all times comply with all applicable data protection and privacy laws in India, including the Digital Personal Data Protection Act, 2023 (DPDP Act) and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

15.2 Prohibition on Unauthorised Data Processing: Partners shall not, without the express written consent of Intucate:

• Collect, access, record, store, process, or use any Student personal data obtained through the Platform for any purpose other than those strictly necessary for the performance of their obligations under this Agreement.
• Share, transfer, sell, or disclose Student personal data to any third party.
• Use Student contact details or data for direct marketing, solicitation, or promotional purposes.
• Retain Student personal data beyond the period required for the performance of the Partnership.

15.3 Security Obligations: Partners who have access to any personal data in connection with the Platform shall implement and maintain appropriate technical and organisational security measures to protect such data against unauthorised access, loss, destruction, or disclosure, in accordance with the standards prescribed under applicable law.

15.4 Data Breach Notification: Partners shall promptly notify Intucate (within twenty-four (24) hours of becoming aware) of any actual or suspected breach of security involving personal data obtained through or in connection with the Platform.

15.5 Intucate's Privacy Policy:
Partners acknowledge and agree that Intucate's Privacy Policy, as published on the Platform, governs the collection, use, and processing of personal data by Intucate. Intucate shall act as the Data Fiduciary in respect of Student personal data, as defined under the DPDP Act, 2023.

16. Partner Conduct and Platform Policies

16.1 Partners shall at all times:

• Comply with Intucate's Community Guidelines, Terms of Service, and all other policies published on the Platform.
• Engage respectfully and professionally with Students, Intucate staff, and other Partners in all Platform interactions including discussion forums, live sessions, Q&A features, and community boards.
• Refrain from soliciting Students to engage in transactions, enrolments, or commercial activities outside of the Platform.
• Refrain from promoting, advertising, or directing Students to competing platforms or services.
• Not engage in any conduct that constitutes harassment, bullying, discrimination, or abuse towards any individual.

16.2 Intucate reserves the right to update its community guidelines and Platform policies at any time. Partners shall be notified of material changes through the Partner portal or by email. Continued participation in the Partnership following such notification shall constitute acceptance of the revised policies.

17. Suspension and Termination

17.1 Termination by Either Party: Either party may terminate this Agreement upon giving thirty (30) days' written notice to the other party, without assigning any reason.

17.2 Termination by Intucate: Intucate may, at its sole discretion, terminate this Agreement with immediate effect and without prior notice upon the occurrence of any of the following

• A material or repeated breach of this Agreement by the Partner.
• The Partner's conviction of any criminal offence;
• Discovery of fraudulent, deceptive, or dishonest conduct by the Partner in connection with the Platform or its Students.
• Submission of Content that infringes third-party Intellectual Property rights.
• Violation of academic integrity standards as set out in Section 13.
• Violation of any applicable law or regulatory requirement.
• Any conduct or action by the Partner that, in Intucate's reasonable opinion, is likely to cause reputational, legal, or financial harm to Intucate.

17.3 Suspension:
In addition to its right of termination, Intucate may suspend a Partner's access to the Platform and its associated benefits at any time pending investigation of alleged breaches or misconduct, without liability to the Partner.

17.4 Effect of Termination: Upon termination of this Agreement for any reason:

• The Partner's right to access and use the Platform as a Partner shall immediately cease.
• Intucate shall, subject to Section 7.3, remove or deactivate the Partner's Content from the Platform within ninety (90) days.
• All outstanding amounts payable to the Partner as at the date of termination shall be settled within sixty (60) days, subject to any deductions or set-offs to which Intucate may be entitled.
• The provisions of this Agreement that by their nature should survive termination (including but not limited to Sections 7, 11, 18, 19, 20, and 21) shall continue in full force and effect. .

18. Limitation of Liability

18.1 To the fullest extent permitted under applicable law, Intucate's total aggregate liability to any Partner under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of Revenue Share paid by Intucate to the Partner in the three (3) calendar months immediately preceding the event giving rise to the claim.

18.2 Intucate shall not be liable to the Partner for any:

• Indirect, consequential, incidental, special, or punitive losses or damages.
• Loss of profits, revenue, anticipated savings, data, or goodwill.
• Losses arising from the Partner's reliance on the Platform for income generation.
• Losses arising from technical failures, downtime, or interruptions in Platform availability.
• Claims made against the Partner by Students or third parties arising from the Partner's Content or conduct.

18.3 ntucate does not warrant that the Platform will be available at all times, free from errors, or uninterrupted. Intucate makes no representations or warranties as to the number of Students who will enrol in or engage with any Partner's Content.

18.4 Intucate shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, governmental action, natural disasters, internet disruptions, or power failures.

19. Indemnification

19.1 Partner Indemnity: The Partner agrees to defend, indemnify, and hold harmless Intucate, Dharia Enterprises Private Limited, and their respective directors, officers, employees, agents, successors, and assigns (collectively, the "Intucate Parties") from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to:

• Any breach by the Partner of any representation, warranty, obligation, or undertaking under this Agreement.
• Any claim that the Partner's Content infringes the Intellectual Property rights, moral rights, or other rights of any third party.
• Any claim by a Student, consumer, or third party arising from the Partner's Content, advice, or conduct on the Platform.
• Any violation by the Partner of any applicable law, regulation, or regulatory guideline.
• Any wilful misconduct, negligence, fraud, or misrepresentation by the Partner.
• Any breach by the Partner of the confidentiality, data protection, or privacy obligations under this Agreement.

19.2 Intucate shall promptly notify the Partner of any claim for which indemnification is sought. The Partner shall not enter into any settlement of a claim that imposes any obligation or liability on any of the Intucate Parties without Intucate's prior written consent.

20. Dispute Resolution

20.1 Amicable Resolution: In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the matter amicably through good faith negotiations within thirty (30) days of the aggrieved party providing written notice of the dispute to the other party.

20.2 Mediation: If the dispute is not resolved through negotiation within the period specified in Clause 20.1, either party may refer the matter to mediation before a mutually agreed mediator. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

20.3 Arbitration: If the dispute remains unresolved following mediation, it shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or in the event of failure to agree on an arbitrator within fifteen (15) days, appointed by the competent court as per the provisions of the Act. The seat and venue of arbitration shall be Jaipur, Rajasthan, India. The language of arbitration shall be English. The arbitral award shall be final and binding upon the parties.

20.4 Interim Relief: Nothing in this Section shall prevent either party from seeking urgent interim or injunctive relief from a competent court to prevent irreparable harm pending the resolution of a dispute.

21. Governing Law

21.1 This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to its conflict of law provisions.

21.2 Jurisdiction:
Subject to Section 20, the courts of competent jurisdiction at Jaipur, Rajasthan, India shall have exclusive jurisdiction to hear and determine any disputes arising under or in connection with this Agreement.

22. Amendments to the Agreement

22.1 Intucate reserves the right to amend, modify, update, or supplement this Agreement at any time in its sole discretion. Amended terms shall be published on the Platform's Partner portal and Partners shall be notified via email at least fifteen (15) days prior to the effective date of material amendments.

22.2 A Partner's continued participation in the Partnership following the effective date of any amendment shall constitute the Partner's acceptance of the revised Agreement. If a Partner does not accept the amended terms, they must notify Intucate in writing before the effective date of the amendment and may terminate their Partnership in accordance with Section 17.

22.3 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in accordance with this Section. No waiver by either party of any breach or default by the other party shall be deemed a waiver of any subsequent breach or default.

23. Contact Information

For all Partnership enquiries, notices, complaints, or communications relating to this Agreement, Partners may contact Intucate through the following channels:

Company Name: Dharia Enterprises Private Limited
Brand: Intucate
Website: www.intucate.com
Partnership Email: support@intucate.com
General Email: support@intucate.com
Registered Address: 901, Narayan Apartments, Main Avenue Road, Santacruz (West), Mumbai, Maharashtra - 400054

All formal legal notices under this Agreement must be delivered in writing by email with acknowledgement of receipt or by registered post to the above address. Notices shall be deemed effective upon confirmed receipt.

24. Effective Date

This Partner Terms Agreement is effective as of April 2026, and applies to all Partnership arrangements entered into on or after this date. Partnerships entered into prior to this date shall be subject to the terms of the previous applicable agreement, and Partners with pre-existing arrangements are encouraged to review and accept the updated terms.

25. General Provisions

25.1 Entire Agreement: This Agreement, together with any applicable Partner addenda, onboarding documentation, and the policies referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, representations, and understandings.

25.2 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of modification, shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect.

25.3 Waiver: The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

25.4 Assignment: Partners may not assign, transfer, delegate, or sub-contract any of their rights or obligations under this Agreement without the prior written consent of Intucate. Intucate may assign this Agreement or any of its rights and obligations hereunder without restriction.

25.5 Force Majeure: Neither party shall be liable for delay or failure to perform its obligations under this Agreement to the extent such failure results from circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, strikes, governmental action, or disruption of internet services.

25.6 Language: This Agreement is drafted in the English language. In the event of any conflict between an English version and any translation, the English version shall prevail.

Legal Disclaimer

This Partner Terms Agreement has been prepared for informational and operational purposes by Intucate (Dharia Enterprises Private Limited). While every effort has been made to ensure that this document reflects sound legal principles applicable to EdTech platform partnerships under Indian law, this document does not constitute legal advice. The provisions contained herein may not address all legal requirements applicable to your specific jurisdiction, circumstances, or business activities.
Dharia Enterprises Private Limited strongly recommends that this Agreement be reviewed and validated by a qualified and experienced legal professional - preferably a lawyer specialising in technology law, intellectual property, and commercial contracts - before it is officially published, executed, or enforced as a binding legal document. Legal requirements and regulations, including those relating to data protection, intellectual property, and digital platforms, are subject to change and this document may require periodic revision to remain compliant.
Intucate and Dharia Enterprises Private Limited accept no liability arising from reliance upon this document without independent legal review and validation.

© 2026 Dharia Enterprises Private Limited. All Rights Reserved. | Intucate Partner Terms Agreement v1.0