Refund Policy for Venture Building Subscriptions and Venture Studio Agreements

1. Introduction

FreeFlow Ventures Private Limited ("Company") is committed to fostering the growth and success of startups through our Venture Building subscriptions and Venture Studio agreements. This Refund Policy outlines the conditions under which refunds may be issued to startups ("Clients") participating in these programs, detailing both automatic and implicated refund scenarios in compliance with applicable Indian laws and regulations.

2. Definitions

• Automatic Refunds: Refunds initiated by the Company without a request from the Client when specific conditions are met.
• Implicated Refunds: Refunds that may be granted upon administrative review due to certain circumstances.
• Mandated Document Dossier: The minimum set of documents required as per the agreement terms.
• Mandate Cycle: A specified period during which certain objectives or milestones are to be achieved.
• Upflow and FlowCoins: Proprietary systems and virtual tokens used by the Company to monitor progress and value within the services provided.

3. Automatic Refund Scenarios

Clients are entitled to automatic refunds of their Venture Building fees under the following conditions:

3.1. Failure to Deliver Mandated Document Dossier

If the Company fails to create and deliver the minimum Mandated Document Dossier as specified in the agreement terms (subject to manual clearances), the Client is entitled to a full refund of the fees associated with the undelivered services.

3.2. Failure of Mandate Cycles within 90-180 Days of Startup Pivots

In curated cases where mandate cycles are not successfully completed within 90 to 180 days due to startup pivots initiated by the Company, Clients are eligible for a refund proportional to the unfulfilled portion of the mandate.

3.3. Breach of Non-Disclosure Obligations

If the Company breaches any non-disclosure agreements by disclosing confidential information to new stakeholders within the startup ecosystem, the Client is entitled to a full refund of fees paid for services up to that point.

3.4. Replication by Competing Portfolio Companies

If a competing portfolio company, supported or investment-backed by the Company during the same cohort period, replicates the Client's representative models, the Client is eligible for a refund due to the conflict of interest and breach of exclusivity.

4. Implicated Refund Scenarios

Refunds may be issued upon administrative review under the following circumstances:

4.1. Administrative Reversal for Period Overshoot

If there is an overshoot in the agreed service period without mutual consent, resulting in delays, the Client may be eligible for a partial refund proportional to the delay and uncompleted services.

4.2. Mandate Mismatch with Partial Value Returns

In cases where there is a mismatch between the agreed mandates and the services delivered, Clients may receive a partial refund proportional to the number of phases completed versus those outstanding. This will be monitored and calculated using the Company's proprietary systems, Upflow and FlowCoins.

5. Refund Calculation and Monitoring

• Calculation: Refund amounts will be calculated based on the fees paid and the proportion of services not rendered or mandates not fulfilled, in accordance with the terms outlined in the agreement.
• Monitoring: The Company will use Upflow and FlowCoins to track service delivery and progress, ensuring accurate assessment of refund values.

6. Refund Process

6.1. Automatic Refunds

• Initiation: The Company will automatically initiate refunds when conditions in Section 3 are met.
• Notification: Clients will be notified in writing within 7 business days of the decision.
• Processing: Refunds will be processed within 14 business days of notification through the original payment method unless otherwise agreed upon.

6.2. Implicated Refunds

• Request Submission: Clients must submit a written refund request to the Company's administration detailing the grounds for the refund.
• Review: The Company will review the request and may require additional information.
• Decision: A written decision will be provided within 21 business days of the request.
• Processing: Approved refunds will be processed within 14 business days following approval through the original payment method unless otherwise agreed upon.

7. Exclusions and Limitations

• Additional Costs: Refunds are limited to fees paid for services and do not cover any additional expenses incurred by the Client.
• Force Majeure: The Company is not liable for delays or failures caused by events beyond its control, including natural disasters, acts of terrorism, or other force majeure events, as defined under the Indian Contract Act, 1872.
• Client-Initiated Changes: Refunds will not be issued for delays or failures resulting from changes or delays initiated by the Client.
• Non-Refundable Fees: Certain fees, such as administrative or processing fees, may be non-refundable as specified in the agreement.

8. Compliance with Indian Laws

This Refund Policy is governed by and construed in accordance with the laws of India, particularly the Indian Contract Act, 1872, and the Consumer Protection Act, 2019. Any disputes arising out of or in connection with this policy shall be subject to the exclusive jurisdiction of the courts in Kolkata, West Bengal, India.

9. Data Protection and Privacy

The Company adheres to the Information Technology Act, 2000 and applicable rules regarding data protection and privacy. Refund requests and related communications will be handled in compliance with these regulations to ensure the confidentiality and security of Client information.

10. Amendments

The Company reserves the right to amend this Refund Policy at any time to comply with changes in applicable laws or business practices. Significant changes will be communicated to Clients via email or through official communication channels at least 30 days before they take effect.

11. Contact Information

For questions or to submit a refund request, please contact:

Acknowledgment

By participating in the Company's Venture Building subscriptions or Venture Studio agreements, Clients acknowledge that they have read, understood, and agree to this Refund Policy, as well as the terms and conditions outlined in their specific agreements.