B2B Partnership Terms & Conditions

These B2B Partnership Terms & Conditions ("Partnership Terms") govern the referral partnership between StudyCapital (also known as "StudyCapitalDelhi"), a financial consultancy registered under UDYAM Registration No. UDYAM-DL-03-0081297, with registered office at B-158/159, Sainik Nagar, Gali No. 7, New Delhi – 110059, India ("StudyCapital", "we", "us"), and any business or individual that applies for and is approved into our B2B Partnership Program ("Partner", "you").

By submitting a partnership application, signing a partnership agreement referencing these Partnership Terms, or referring any client to StudyCapital under the Program, you acknowledge that you have read, understood, and agree to be legally bound by these Partnership Terms, in addition to our general Terms of Service and Privacy Policy.

• "Program" means StudyCapital's B2B Partnership / referral program described on the B2B Partnership page.
• "Referral" means an introduction, by the Partner to StudyCapital, of a prospective client seeking an education loan.
• "Referred Client" means an individual referred by the Partner who is contacted by StudyCapital and considered for loan facilitation services.
• "Qualified Referral" means a Referred Client who proceeds to loan disbursement through StudyCapital, as defined further in Section 08.
• "Commission" means the referral fee payable to the Partner for each Qualified Referral, as set out in Section 08.
• "Confidential Information" means any non-public business, client, or commercial information exchanged between the parties under the Program.

The Program is open to businesses and individuals who can responsibly refer prospective students, including but not limited to:

• Study-abroad and education consultants
• IELTS/TOEFL/PTE coaching institutes and test-prep centres
• Colleges, universities, and their placement/admissions cells
• Visa and immigration consultants
• Independent financial advisors and loan DSAs (Direct Selling Agents)
• Corporate HR teams offering education-financing benefits to employees

All applicants must complete the partnership application form, provide basic business verification (e.g. business registration, GST number, or equivalent proof of operation), and be approved in writing by StudyCapital before referring any client. StudyCapital reserves the right to accept or decline any application at its sole discretion, without obligation to state a reason.

This is a non-exclusive referral arrangement. The Partner's role is limited to introducing prospective clients to StudyCapital. Unless otherwise agreed in writing:

• The Partner is not authorised to negotiate loan terms, quote interest rates, promise approval, or make representations on StudyCapital's behalf.
• StudyCapital retains sole and complete discretion over whether to accept, process, or decline any Referral, and over how any loan facilitation is carried out.
• The Partner may enter into similar referral arrangements with other businesses, and StudyCapital may run similar programs with other partners, unless an exclusivity arrangement has been separately agreed in writing.

Referrals must be submitted through the method(s) designated by StudyCapital from time to time (e.g. the partner inquiry form, a shared referral link, or a dedicated partner portal/WhatsApp line). For each Referral, the Partner must:

• Have the Referred Client's consent to share their name and contact details with StudyCapital (see Section 09)
• Provide accurate contact information for the Referred Client
• Avoid duplicate submission of a client already in StudyCapital's active pipeline

StudyCapital will make reasonable efforts to contact each Referred Client within a target timeframe (e.g. 2 business days) and will keep the Partner informed of high-level status where practical.

• Represent StudyCapital's services accurately and honestly; do not guarantee loan approval, specific interest rates, or disbursement timelines to any Referred Client
• Do not misrepresent yourself as an employee, agent, or authorised representative of StudyCapital, or as a bank/NBFC representative
• Obtain the Referred Client's informed consent before sharing their personal information with StudyCapital
• Comply with all applicable laws, including consumer-protection and data-protection law, in how you source and handle Referrals
• Do not use StudyCapital's name, logo, or brand assets except as permitted under Section 10
• Promptly notify StudyCapital of any complaint received from a Referred Client relating to the referral process

• Process each Qualified Referral in line with our standard service quality, at no cost to the Referred Client for consultation
• Treat Referred Clients' data in accordance with our Privacy Policy
• Pay Commission owed under Section 08 accurately and on the agreed schedule
• Provide the Partner with reasonable marketing collateral and program support materials on request
• Notify the Partner of material changes to the Program, including to the Commission structure, with reasonable advance notice

For each Qualified Referral — defined as a Referred Client whose education loan is successfully disbursed through StudyCapital — the Partner will be paid a Commission of:

• [X]% of the loan processing fee, or a flat ₹[X,XXX] per disbursed loan — [confirm structure]
• Commission is calculated on [disbursed loan amount / StudyCapital's service fee — confirm basis]

Payment cycle: Commission for Qualified Referrals in a given calendar month will be paid by [Nth] of the following month, via [bank transfer / UPI — confirm method], subject to the Partner providing a valid invoice.

Taxes: The Partner is solely responsible for any GST registration/invoicing obligations and income tax applicable to Commission received. StudyCapital will deduct TDS as required under applicable Indian tax law and provide Form 16A/relevant certificates.

No commission is payable for Referrals that do not result in loan disbursement, that are withdrawn by the client, or that are found to have been submitted without valid client consent.

Personal data of Referred Clients shared under this Program will be handled by StudyCapital in accordance with our Privacy Policy and applicable Indian data-protection law, including the Digital Personal Data Protection Act, 2023. The Partner agrees to:

• Only share a Referred Client's personal data with StudyCapital after obtaining that client's consent
• Not retain, sell, or further share Referred Client data for any purpose beyond making the introduction
• Keep the specific Commission rates and any non-public program materials confidential, and not disclose them to other partners or the public

This confidentiality obligation survives termination of the partnership for [2 years — confirm duration].

StudyCapital's name, logo, and marketing materials remain the exclusive property of StudyCapital. The Partner may use approved StudyCapital marketing collateral solely to promote the Program, and only in the form provided. Any co-branded material, press mention, or use of the StudyCapital name in the Partner's own marketing requires prior written approval from StudyCapital.

Nothing in these Partnership Terms creates an employment, agency, joint-venture, or partnership-in-law relationship between StudyCapital and the Partner. The Partner acts as an independent contractor and has no authority to bind StudyCapital to any obligation, make representations on its behalf beyond what is permitted in Section 04, or incur any liability in StudyCapital's name.

Where the Partner's activities under this Program resemble those of a Direct Selling Agent (DSA) for a financial product, the Partner agrees to conduct itself in line with applicable RBI guidance on outsourcing and DSA conduct, including not misrepresenting loan terms, not charging Referred Clients any fee for the introduction, and cooperating with StudyCapital's compliance reviews on request.

The partnership begins on the date of written approval by StudyCapital and continues until terminated. Either party may terminate this arrangement at any time, for any reason, with [14/30 days — confirm] written notice. StudyCapital may terminate immediately, without notice, if the Partner breaches Sections 06, 09, or 10, or misrepresents StudyCapital to a client.

Commission for Qualified Referrals that disbursed before the termination date remains payable per Section 08, even if paid out after termination. No Commission accrues for Referrals submitted after the termination date.

StudyCapital's total liability arising from this Program is limited to Commission actually owed and unpaid to the Partner. StudyCapital is not liable for any indirect, incidental, or consequential loss arising from the Partner's participation in the Program.

The Partner agrees to indemnify StudyCapital against any claim, loss, or liability arising from the Partner's misrepresentation to a Referred Client, breach of these Partnership Terms, or sharing of client data without valid consent.

These Partnership Terms are governed by the laws of India. Any dispute arising from this Program will first be addressed through good-faith discussion between the parties, and if unresolved within 30 days, will be subject to the exclusive jurisdiction of the courts at New Delhi, India — [or specify arbitration clause, if preferred].

StudyCapital may update these Partnership Terms from time to time. Material changes affecting active partners (in particular, changes to the Commission structure) will be communicated with reasonable advance notice. Continued participation in the Program after such notice constitutes acceptance of the updated Partnership Terms.

For questions about the B2B Partnership Program or these Partnership Terms, reach out to:

We aim to respond to all partnership-related queries within 3 business days.