These Terms are a binding agreement between Webority Technologies Private Limited (the “Company”) and the person or entity registering as a partner (the “Partner”). The Partner accepts them electronically during registration on the Capnix Partner Portal. Please read them before accepting — by ticking the acceptance box and selecting “I agree”, the Partner enters into this agreement.
1.1 The Company is Webority Technologies Private Limited, a company incorporated under the Companies Act, 2013, CIN U72900HR2019PTC079747, with its registered office at 629-634, Vipul Trade Centre, Sector-48, Sohna Road, Gurugram, Haryana - 122018, India. The Company owns and operates the brand Capnix, under which it helps businesses obtain business loans from banks, non-banking financial companies, fintech lenders and government schemes. Capnix is a brand and trading name of the Company, not a separate legal entity.
1.2 What the Company is — and is not. The Company operates a technology and data platform, together with its own online and offline operations, through which businesses are introduced to Lenders and their loan files are processed. The Company is not a lender and does not itself grant credit, take deposits, or hold client money. It is not a bank, non-banking financial company, or an entity regulated by the Reserve Bank of India, and nothing in these Terms makes it one. It does not provide financial, investment, legal or tax advice to the Partner or to any Introduced Client. The Company is not a vendor, supplier or service provider to the Partner, and provides no goods or services to the Partner — the only relationship these Terms create is that of an independent introducer (the Partner) and the platform operator it introduces business to (the Company).
1.3 These Terms govern the Partner’s participation in the Capnix Partner Programme and use of the Capnix Partner Portal (the “Portal”). They are the entire terms on which the Partner introduces businesses to the Company.
2.1 The Partner accepts these Terms by completing registration on the Portal, ticking the acceptance box and selecting “I agree” (or the equivalent affirmative action shown at sign-up). That action forms a valid and binding contract by electronic means under the Information Technology Act, 2000, and no physical signature is required.
2.2 The Effective Date is the date and time of the Partner’s recorded acceptance. The Company records, against the Partner’s account, the version of these Terms accepted, the acceptance timestamp and the technical details of the acceptance (including IP address and device information). Those records are the conclusive evidence of acceptance, absent manifest error.
2.3 Where the Partner is a company, firm or other entity, the individual completing registration confirms that they are duly authorised to bind that entity, and warrants their authority to do so. If that authority is lacking, the individual is personally bound by these Terms.
2.4 The Partner’s details for the purposes of these Terms (name, constitution, address, PAN, GSTIN, email, phone and bank account) are those provided in the Portal registration form and maintained in the Partner’s account, as updated by the Partner from time to time. The Partner is responsible for keeping them accurate and current; the Company is entitled to rely on them.
3.1 In these Terms:
(a) “Confidential Information” means information of a confidential or proprietary nature belonging to the Company, including client and lender lists, lender terms and pricing, commission structures, processes, systems, business plans, Portal contents, and anything relating to an Introduced Client.
(b) “Introduced Client” means a business introduced by the Partner and registered by the Company under clause 6.
(c) “Lender” means any bank, non-banking financial company, fintech lender, government scheme or other provider of credit with which the Company deals.
(d) “Lender Revenue” means amounts actually received by the Company in cleared funds from a Lender for a loan disbursed to an Introduced Client, excluding goods and services tax, and excluding any amount refunded, reversed, clawed back, withheld or set off by the Lender. No deduction other than those listed in this definition is made in computing Lender Revenue.
(e) “Partner Fee” means the amount payable to the Partner under clause 8.
(f) “Applicable Rate” means the commission rate recorded for the Partner in its Portal account. The rate is set by the Company at or after onboarding, may differ between partners, and the rate recorded at the time an introduction is registered is the rate that applies to that introduction.
4.1 The Partner will keep its Portal credentials confidential and secure. Everything done through the Partner’s account is attributed to the Partner.
4.2 The Company may suspend or restrict the Partner’s access to the Portal at any time where it reasonably suspects a security issue, a breach of these Terms, inaccurate registration information, or fraudulent or unlawful activity. The Company will inform the Partner of a suspension where the law and the circumstances permit.
4.3 The Portal is provided “as is” and “as available”, without warranty of any kind, express or implied — including as to availability, accuracy, fitness for purpose, or that use of the Portal will produce any introduction, registration, disbursal or Partner Fee. The Company may change, maintain, or withdraw Portal features at any time and does not warrant uninterrupted or error-free availability.
4.4 The Company may require the Partner to complete identity, business or bank-account verification (including KYC documentation) at registration or at any later time, and may withhold registration of introductions or payment of Partner Fees until verification is completed to its satisfaction.
5.1 The Company appoints the Partner as a non-exclusive introducer of its services in India, and the Partner accepts that appointment on these Terms.
5.2 The appointment is non-exclusive. The Company may work with any number of other partners and channels, and no territory, category or volume of business is reserved or promised to the Partner. No minimum volume of business is promised by either Party.
6.1 The Partner may introduce a business through the channel the Company notifies from time to time (currently, the Portal), together with the information the Company reasonably needs.
6.2 A business becomes an Introduced Client only once the Company confirms through the Portal or in writing that it has registered the introduction. The Company may accept or decline any introduction at its discretion, and will show the status of each introduction (registered, declined or excluded) in the Portal within seven (7) business days of submission.
6.3 Duplicates and conflicts. Exactly one partner — or no partner — can be registered against a business at any time. There is no sharing or splitting of a Partner Fee between partners in any circumstance. An introduction is excluded, and no Partner Fee is or ever becomes payable on it, in each of the following cases:
(a) Existing client — the business is already a client of the Company at the time of introduction;
(b) Already registered to another partner — the business has a live registration to another partner. The earlier registration prevails, determined by the timestamp of registration in the Company’s records; the later introduction is excluded even if the later partner also did work on the business;
(c) Recent dealing — the business has had a dealing or enquiry with the Company in the previous twelve (12) months, through any channel; or
(d) Lapsed registration — the business was previously registered (to any partner, including the introducing Partner) and that registration has lapsed under clause 6.4. A lapsed business may only be re-registered if the Company agrees in writing.
6.4 A registration is valid for six (6) months from the date of registration. If no loan to that Introduced Client is disbursed within that period, the registration lapses, unless the Company agrees otherwise in writing.
6.5 The exclusion of an introduction is shown in the Portal under clause 6.2. The Company is not obliged to disclose the identity of an existing client relationship or of another partner. The Company’s records are conclusive on registration, priority, exclusion and lapse, absent manifest error, and an excluded or declined introduction creates no entitlement of any kind — including where the business later becomes a client of the Company through another channel.
6.6 Self-referral and collusion. The Partner Programme rewards the introduction of genuine third-party business. Accordingly:
(a) the Partner will not introduce, and no Partner Fee is payable on, the Partner itself or its own business; any proprietor, partner, director, employee or relative of the Partner; or any entity in which the Partner or any of those persons holds a financial interest or a position of control — unless the relationship is disclosed in writing at the time of introduction and the Company approves the introduction in writing knowing of it;
(b) the Partner will not pay, rebate, share or pass back any part of a Partner Fee — in money or in kind, directly or through any person — to an Introduced Client or anyone connected with it, and will not enter into any arrangement whose effect is that a borrower receives back part of the commission on its own loan;
(c) every introduction is a representation by the Partner that no relationship in (a) and no arrangement in (b) exists in respect of it; and
(d) a breach of this clause is treated as fraud for the purposes of these Terms: the introduction is excluded, no Partner Fee is or becomes payable on it, any Partner Fee already paid on it is repayable on written demand, and the Company may suspend the account under clause 4.2 and terminate under clause 18.2, with clause 18.6 applying.
7.1 The Company decides which Lenders to approach, what terms to seek, and how to run the file.
7.2 The Company gives no assurance that any loan will be sanctioned or disbursed, or as to the amount, interest rate, tenure or timing of any loan. All credit decisions are the Lender’s, and the Company is not responsible for a Lender’s acts, decisions or delays. The Partner will not suggest otherwise to anyone.
7.3 The Company holds the relationships with Lenders. The Partner will not deal directly with a Lender on an Introduced Client’s file without the Company’s consent.
8.1 The Company will pay the Partner a Partner Fee at the Applicable Rate of the Lender Revenue it actually receives for each loan disbursed to an Introduced Client. The Applicable Rate is shown in the Partner’s Portal account; it is not stated in these Terms because it is set per partner at onboarding. No Partner Fee accrues on an introduction registered before an Applicable Rate has been recorded for the Partner, unless the Company agrees a rate for that introduction in writing.
8.2 A Partner Fee is earned only once all three of the following have occurred: the loan has been disbursed; the Company has received the corresponding Lender Revenue in cleared funds; and the Partner has issued a valid tax invoice. Nothing is payable on any amount the Company does not receive, or that a Lender later refunds, reverses, claws back, withholds or reduces.
8.3 Partner Fees earned in a month are paid within thirty (30) days of the end of that month, or of receipt of a valid tax invoice, whichever is later, to the bank account in the Partner’s account details.
8.4 The Partner Fee is exclusive of goods and services tax where properly chargeable against a valid tax invoice, and tax will be deducted at source as required by law. It is otherwise inclusive of all the Partner’s costs, and is the Partner’s only remuneration under these Terms.
8.5 The Partner will not charge an Introduced Client any fee for the introduction or the loan, and will not suggest that any such payment is shared with or required by the Company.
8.6 The Company may revise the Applicable Rate on thirty (30) days’ written notice (through the Portal or by email). A revision applies only to introductions registered after that notice period ends; an introduction already registered keeps the rate recorded at its registration, and a Partner Fee already earned under clause 8.2 is never affected.
9.1 The Company will make available in the Portal, for each month in which a Partner Fee accrues, a statement showing, per Introduced Client, the disbursal, the Lender Revenue received, the Applicable Rate used, and the Partner Fee computed.
9.2 A statement is final and binding on the Partner unless the Partner notifies the Company of a specific error within thirty (30) days of the statement being made available. The Company’s books and records are the conclusive evidence of Lender Revenue and Partner Fee computations, absent manifest error.
10.1 If a Lender refunds, reverses, claws back or reduces Lender Revenue after a Partner Fee has been paid, the Partner will repay the corresponding portion within fifteen (15) days of a written request. The Company may instead deduct it from future Partner Fees.
10.2 The Company may set off any amount the Partner owes it against any Partner Fee.
10.3 The Company may withhold a Partner Fee while it investigates a suspected misrepresentation, fraud or breach of these Terms connected to the introduction. The Company will notify the Partner of the withholding and will conclude the investigation within ninety (90) days, extendable for so long as a related Lender, law-enforcement or regulatory process is ongoing. If the suspicion is not substantiated, the withheld amount is released; if it is, clause 18.6 applies.
11.1 The Partner will:
(a) act honestly and professionally, and give accurate and complete information on every introduction;
(b) obtain the Introduced Client’s consent before sharing their information with the Company;
(c) not promise or imply that a loan will be approved, or approved at any particular amount, rate or time;
(d) not use the Company’s name, brand or materials publicly — including in advertising, websites, social media or messaging — without the Company’s written approval, and not make any misleading claim about the Company, Capnix or any Lender;
(e) not collect or hold money, cheques, or signed blank documents on behalf of the Company, a Lender or an Introduced Client, and not charge any Introduced Client in connection with these Terms;
(f) comply with all applicable law, including the Digital Personal Data Protection Act, 2023, the Prevention of Money Laundering Act, 2002, anti-bribery law, and telecom/commercial-communication regulations (including consent requirements for marketing calls and messages), and not send unsolicited communications using the Company’s or Capnix’s name;
(g) comply with any code of conduct, lender requirement or regulatory direction that the Company notifies as applicable to introducers of loan business; and
(h) tell the Company promptly about any complaint, dispute, or regulatory or law-enforcement contact involving an Introduced Client or the Partner’s activity under these Terms.
11.2 The Partner acts in its own name in generating introductions and is solely responsible for how it finds and approaches businesses. The Company is not responsible for the Partner’s marketing, representations or conduct.
12.1 The Partner represents and warrants, on acceptance and on each introduction, that:
(a) it (and, where an entity, the individual accepting) is at least 18 years old, of sound mind, and competent to contract under the Indian Contract Act, 1872;
(b) it has the authority to enter into these Terms and doing so does not breach any other obligation it has;
(c) it is not insolvent, and is not barred, blacklisted or the subject of adverse action by any Lender, regulator, or court in connection with financial services, lending or fraud;
(d) the information it gives the Company — in registration, KYC and every introduction — is accurate and complete; and
(e) it will inform the Company promptly if any of the above stops being true.
13.1 The names “Capnix” and “Webority”, the logos and wordmarks, the Portal, and all Company materials remain the exclusive property of the Company. Nothing in these Terms transfers any intellectual property to the Partner.
13.2 The Company grants the Partner a limited, non-exclusive, non-transferable and revocable licence to use only those materials the Company approves in writing, solely to introduce businesses under these Terms. The Company may revoke the licence at any time, and it ends automatically when these Terms end; the Partner will then immediately stop using the brand and materials and delete copies it holds.
14.1 The Partner will keep the Company’s Confidential Information confidential, use it only for these Terms, and not disclose it without the Company’s written consent. This does not apply to information that becomes public through no fault of the Partner, or that the law requires to be disclosed (in which case the Partner will, where lawful, tell the Company first).
14.2 On termination the Partner will return or delete the Company’s Confidential Information and confirm it has done so if asked. This clause continues after these Terms end.
15.1 The Partner acts as an independent data fiduciary for the personal data it collects from prospective clients, and not as the Company’s agent or processor. The Partner confirms that it has the consent it needs under the Digital Personal Data Protection Act, 2023 before sharing any person’s data with the Company, and can produce evidence of that consent if asked.
15.2 The Partner will keep personal data secure, tell the Company promptly if it is compromised, and delete Introduced Client data received from the Company when these Terms end, unless the law requires it to be kept.
15.3 The Partner is solely responsible for any claim, penalty or proceeding arising from the Partner’s collection or handling of personal data, and clause 17.1 applies to any such claim made against the Company.
16.1 During these Terms and for twelve (12) months after they end, the Partner will not use the Company’s Confidential Information to divert an Introduced Client, or that client’s loan file, to anyone providing similar services, or to approach a Lender on that client’s behalf, in a way that deprives the Company of Lender Revenue it would otherwise have earned; and will not use the Company’s Confidential Information to solicit the Company’s employees or to interfere with a lender arrangement the Company introduced the Partner to.
16.2 This clause protects the Company’s Confidential Information and goodwill only. It does not stop the Partner from carrying on its own business, dealing with lenders it has its own independent relationship with, or serving its own clients in any other capacity.
17.1 The Partner will indemnify the Company against any claim, loss, penalty or cost (including reasonable legal fees) arising from the Partner’s breach of these Terms, from anything the Partner has misrepresented, from the Partner’s collection or handling of personal data, or from any claim that the Partner acted as the Company’s agent beyond what these Terms allow. This survives termination.
17.2 Neither Party is liable for indirect or consequential loss, or for loss of profit, revenue, business or goodwill.
17.3 The Company’s total liability under these Terms will not exceed the Partner Fees paid to the Partner in the three (3) months before the claim arose. The Company is not liable for anything done or not done by a Lender, or for any decision to decline an introduction or a loan.
17.4 Nothing in this clause limits liability for fraud, or any liability that cannot lawfully be limited.
18.1 These Terms begin on the Effective Date and continue until either Party ends them on thirty (30) days’ written notice.
18.2 The Company may end these Terms immediately if the Partner breaches clause 8.5, 11, 12, 13, 14, 15 or 16, does not remedy another material breach within seven (7) days of being asked, becomes insolvent, or commits any act of fraud, dishonesty or misconduct that, in the Company’s reasonable opinion, materially damages the reputation of the Company, Capnix or a Lender.
18.3 The Company may suspend the Partner’s account under clause 4.2 pending any investigation or decision under this clause; a suspension is not a termination.
18.4 After termination, a Partner Fee is still payable on an Introduced Client registered before termination whose loan is disbursed within ninety (90) days after termination, once the Company has received the corresponding Lender Revenue. Nothing is payable on a loan disbursed after that period, even where the registration’s six-month validity under clause 6.4 would otherwise run longer.
18.5 Partner Fees already earned under clause 8.2 before termination remain payable regardless of who terminates or why, subject only to clause 18.6.
18.6 Where the Company terminates for fraud or dishonesty, or an investigation under clause 10.3 substantiates fraud or dishonesty, the Company may withhold and set off any unpaid Partner Fee against its losses arising from that conduct, and the clause 18.4 tail does not apply.
18.7 Clauses 8.5, 9, 10, 13, 14, 15, 16, 17, 18.4–18.6, 20 and 21 continue after termination.
19.1 The Company may update these Terms by giving thirty (30) days’ notice through the Portal or by email. If the Partner continues to use the Portal or submit introductions after the notice period ends, the updated Terms apply; the Partner’s remedy if it does not accept an update is to end these Terms under clause 18.1 before the update takes effect. The Company may additionally require re-acceptance of a material update in the Portal.
19.2 Updates apply prospectively only. An update does not affect a Partner Fee already earned, or reduce the Applicable Rate for an introduction already registered.
19.3 Each version of these Terms is identified by a version number, and the version each Partner has accepted is recorded against their account.
20.1 Independent parties. The Partner is an independent contractor. Nothing here creates employment, agency, partnership, joint venture, or a vendor–purchaser relationship, and neither Party is a fiduciary for, or an advisor to, the other. The Partner may not bind the Company or a Lender, or hold itself out as the Company, Capnix or a Lender. Each Party bears its own costs and is responsible for its own taxes and registrations.
20.2 Whole agreement. These Terms (with the Schedule and the Portal registration details) are the whole agreement between the Parties and replace earlier discussions and understandings. The Partner has not relied on any statement not set out in these Terms.
20.3 Transfer. The Company may transfer these Terms to a group company or as part of a sale of its business. The Partner may not transfer them without the Company’s written consent.
20.4 Severability and waiver. If any part of these Terms is unenforceable, the rest continues to apply. A delay in enforcing a right is not a waiver of it.
20.5 Notices. Notices from the Company are given through the Portal or by email to the Partner’s registered email address, and are deemed received when sent. Notices from the Partner are given by email to legal@capnix.ai and are effective on receipt.
20.6 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse payment of amounts already due.
21.1 These Terms are governed by the laws of India.
21.2 The Parties will first try to settle any dispute by discussion. If it is not settled within fifteen (15) days, it will be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator agreed between the Parties or, failing agreement within fifteen (15) days, appointed under that Act. The seat and venue is Gurugram, Haryana, the language is English, and the arbitration is confidential.
21.3 The courts at Gurugram, Haryana have exclusive jurisdiction over anything not covered by arbitration, and either Party may ask a court for urgent interim relief. The Partner waives any objection to that venue.
Partner Fee — the Applicable Rate × the Lender Revenue actually received by the Company in respect of each loan disbursed to an Introduced Client.
Applicable Rate — set per partner by the Company at or after onboarding and recorded in the Partner’s Portal account. The rate recorded at the time an introduction is registered applies to that introduction. Not stated in these Terms.
Basis — calculated on amounts received by the Company, net of taxes and net of any amount refunded, reversed, clawed back or withheld by a Lender. Not calculated on the loan amount.
When earned — on disbursal AND actual receipt of the Lender Revenue in cleared funds AND a valid tax invoice from the Partner (clause 8.2). When paid — within thirty (30) days of the end of the month in which all three conditions are met.
Statements — monthly Portal statement per clause 9; final unless a specific error is notified within thirty (30) days. Taxes — exclusive of GST where properly chargeable against a valid tax invoice; tax deducted at source as required by law.
Registration validity — six (6) months from registration. Post-termination tail — ninety (90) days from termination, subject to clauses 18.4–18.6. Revision — by the Company on thirty (30) days’ written notice, prospective only (clause 8.6).
For the avoidance of doubt, the Partner Fee is a share of what the Company actually receives. It is not a percentage of the loan amount, and no Partner Fee is payable on any loan that is not disbursed or on any amount the Company does not receive.
Worked example (illustration only — the rate shown is not a promise; your Applicable Rate is the one in your Portal account). A loan of ₹50,00,000 is disbursed to an Introduced Client. The Lender pays the Company ₹1,00,000 plus GST as its payout. At an illustrative Applicable Rate of 40%, the Partner Fee is 40% of ₹1,00,000 = ₹40,000 plus GST, payable against the Partner’s valid tax invoice within thirty (30) days of the end of that month. If the Lender later claws back half of its payout, ₹20,000 of the Partner Fee is repayable or adjusted under clause 10. The Partner Fee is never computed on the ₹50,00,000 loan amount.
Webority Technologies Private Limited (CIN U72900HR2019PTC079747), 629-634, Vipul Trade Centre, Sector-48, Sohna Road, Gurugram, Haryana - 122018, India. Email legal@capnix.ai.