DEFINITION

In these Terms unless the context otherwise so requires, the following expressions shall have the meanings as set out against each of it:

1. "Application Form" means the form along with necessary documents which is to be filled by the Potential Customer or the DSA Agent to apply for the credit facility;
2. "Business Day(s)" means any day where the customer approaches the DSA Agent;
3. "Customer" means any person (natural or juridical) referred by the DSA Agent for purpose of availing a products and/ or Services of the Company and services offered by the Company;
4. "Code of Conduct" shall mean the document issued by the Company to the DSA Agent for compliance with basic standards and decorum to be maintained in dealing with the Loans and other products and services of the Company.
5. "Confidential Information" shall mean all information, whether in physical or electronic form, that relates to the business, affairs, Customer, Loan, Personal Data, developments, trade secrets, know how, personnel, , suppliers, of either party that has been designated as 'confidential information' by a party or disclosed under circumstances sufficient to place the recipient on reasonable notice of the confidentiality of the information, together with all information derived from the foregoing, but excluding any information (i) independently developed by the receiving party, (ii) publicly disclosed by an entity other than the receiving party under no duty of confidentiality or (iii) already in the possession of the receiving party prior to the receipt of such information. Confidential Information shall not include information that: was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of these Terms; or was subsequently lawfully disclosed to the receiving party by a person other than a party hereto.
6. "Data " means the data or information relating to the Customers or the Company (including Personal Data) provided to / obtained by the DSA Agent and/or its affiliates under these Terms or in delivery of Services;
7. "Data Protection Laws" means the legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including without limitation (a) Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (" Privacy Rules ") and any other applicable rules framed thereunder; (b) all other applicable guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to any of the Parties; and (c) any other applicable law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual.
8. "Governmental Authority" means any national, state, local or similar governmental, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority, body or other organisation to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organisation have the force of law or any court, tribunal, arbitral or judicial body of Republic of India, or any other country;
9. "Invoice" shall mean document raised by the DSA Agent for payment of the Service Fee by the Company which captures, details of Services rendered, applicable taxes, PAN / GST registration numbers, account details for transfer of payment, etc., in the format provided by the Company.
10. “Intellectual Property Rights” means and includes all copyrights, designs, inventions, patent, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade / brand names, business names, logos, discoveries, trade secrets, knowhow, source code, object code, technical information, commercial and financial data and all other intellectual property rights (whether or not registered);
11. "KYC" shall mean know your customer and comprises of identity proof, residential proof and/ or any other document, as may be required by the Company pursuant to RBI guidelines and/ or its policy;
12. "Law" means all applicable laws of India, as amended from time to time, and includes all: (i) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority; (ii) approvals from any Governmental Authority; and (iii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority, or any condition or term imposed pursuant to any condition or term imposed pursuant to any approvals from any Governmental Authority;
13. "Loan Documents" means the documents (a) submitted by the Customer for purpose of KYC check and credit appraisal documents as per the applicable standards of the Company; (b) duly executed, accepted and/ or agreed upon by the Customer, including but not limited to the consents, Application Form, vernacular language declaration, sanction letter, KFS, Most Important Terms and Conditions, NACH mandate form, loan agreement, or such other document as may be required by the Company to be executed, accepted and/ or agreed upon by the Customer from time to time.
14. "Payment Terms" shall collectively mean and comprise of the terms referred in Clause 5 5.2 of these Terms and annexed herewith as Schedule II..
15. "Personal Data" shall mean any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available is capable of identifying such person and includes name, address, date of birth, phone numbers and 'Sensitive Personal Data' as defined in the Privacy Rules.
16. "Policy(ies) and Process(es)" shall mean Code of Conduct, information security policy, business continuity, eligibility criteria, risk appraisal, privacy policy, terms of use, record retention policy, Customer service process /policy, process of verification/ authentication or execution of Loan Documents and/ or such other information / document issued by the Company to the DSA Agent for compliance / implementation (including amendments thereof);
17. "Portal" shall mean the website and/or mobile application through which DSA Agent may submit the Application Lead Form to the Company, access these Terms and carry out permitted activities as a registered user/ partner;
18. "RBI" shall mean reserve bank of India.
19. "Relatives" shall have the meaning ascribed to it under the Companies Act, 2013 and the rules made thereunder;
20. "Service Fee" shall mean the fee agreed to be paid by the Company to the DSA Agent for rendering the Services, duly intimated and/ or made available to the DSA Agent through the Portal.

INTERPRETATION:

In these Terms, all headings, clauses, and paragraphs are for ease of reference only and shall not form part of the operative provisions of these Terms and shall be ignored in construction or interpretation of these Terms. Any reference to an (a) agreement or document, and (b) legislation or a statutory provision includes amended, replaced, varied, versions thereof. The (i) Service Fee Schedule; (ii) Scope of Work; (ii) Application Lead Form; (v) Code of Conduct (vi) Privacy Policy and Terms and Conditions , are an integral part of these Terms and shall have the same force and effect as if they were expressly set out in the main body of these Terms .

APPOINTMENT:

Subject to the terms and conditions in these Terms, the Company hereby appoints the DSA Agent to provide the Services (as detailed in clause 4 below) to the Company and the DSA Agent accepts the said appointment and agrees to render the Services to the Company pursuant to these Terms.

SERVICES:

The DSA Agent agrees to provide services to the Company in accordance with schedule of scope of work provided to the DSA Agent (" scope of work "), (" services ") as provided herein as SCHEDULE III. The DSA Agent agrees to fulfil its responsibilities with respect to the deliverables listed against each service in the scope of work. The DSA Agent agrees to provide such other ancillary or related activities as are prudent to the delivery of services. The parties agree that any change/ amendment to the scope of work shall be mutually agreed in writing (whether electronic or otherwise).

SERVICE FEE AND PAYMENT TERMS

1. Service Fee:

   The DSA Agent shall be entitled to such fees as has been mutually agreed with the Company. The Company shall entitled to change the Service Fee during the tenure of these Terms subject to sending reasonable notice prior to such change in Service Fee. The Company shall intimate the DSA Agent on incentives and performance-based fees from time to time through the Portal and/ or any other mode of communication to the DSA Agent. The Company shall have the right to set-off and counter claim any amount that is payable by the DSA Agent to the Company in respect of the obligations arising hereunder out of the fees to be paid to the DSA Agent. The Company shall also have the right to claim back the advance if any paid to the DSA Agent for any Services that remain unperformed. The DSA Agent agrees that any disputed invoice shall not be paid by the Company until such time the dispute is resolved and the same shall not be considered as a delayed payment to the DSA Agent.

2. Payment Terms:

   The Service Fee will be paid by the Company subject to the DSA Agent raising a valid Invoice based on payment schedule to these Terms, for payment on monthly basis, unless agreed otherwise in payment schedule.

TAXES:

1. All taxes and other charges in relation to the Services shall be borne by the DSA Agent.
2. The DSA Agent undertakes to timely Invoice the fee and other charges, if any and undertakes to complete related tax and other compliance.
3. The Company shall deduct TDS on the Invoice.
4. The DSA Agent agrees, guarantees and undertakes to pay the requisite amount of GST within the prescribed time period; and to file requisite returns within the prescribed time period.
5. In the event of any error(s) in credit, non-payment of tax, non-filing of return(s), etc. by the DSA Agent as a result of which the Company would not be able to avail the credit of or required to reverse the availed credit, in such event(s) the Company shall have a right to withhold, set-off or to recover any such loss of tax credit from the payments to be made to the DSA Agent under these Terms.

REPRESENTATIONS AND WARRANTIES

Each of the representations and warranties shall continue to remain true during the entire Term of these Terms. The DSA Agent represents and warrants to the Company as follows:

1. That it has the approvals, authority, skill, experience, and resources to render services hereunder and shall so render the services in compliance with all applicable laws and regulations.
2. In case of being an entity, it is duly organized, validly existing, and in good standing under the Laws of India and has full power and authority to enter into these Terms and to perform its obligations under these Terms.
3. that it has obtained all necessary licenses, permissions, registrations (as applicable) to provide the Service, including but not limited to the Shops and Establishment Act, for all its office locations and the GST registration. In addition, the DSA Agent shall make necessary nominations under the Payment of Gratuity Act, 1972, Employees Provident Fund and Miscellaneous Provisions Act, 1952, Employee State Insurance Act, 1948, etc. for all its employees with the necessary authorities.
4. that it has complied and shall comply with all applicable anti- bribery Laws and regulations.
5. that no case of Central Bureau of Investigation (CBI) or any other Law enforcement agency, whether civil or criminal, in any capacity, is pending against it, and the DSA Agent is physically fit and lawfully entitled to carry out its duties in their capacity.
6. that it has not been delisted/blacklisted from any other bank/ financial institutions/ insurance companies or any other professional body/company/firm for any misconduct.
7. That the DSA Agent shall adhere to the policy(ies) and process(es) shared by the Company from time to time.
8. that it has a record retention policy in place for physical and electronic records and undertakes to maintain and preserve all such books, documents, papers, electronic records, etc., as may be required in terms of the statutory provisions.
9. that it has provided adequate training and conducted a due diligence of its personnel employed/engaged by the DSA Agent for carrying out the services for the Company in pursuance of these Terms and has evaluated them on various parameters, including but not limited to the parameters such as education qualification check, reference check, previous work experience records, behaviour check, background check etc., its personnel are suitable and eligible to provide the Services.

COVENANTS AND UNDERTAKINGS:

The DSA Agent hereby agrees to the following:

1. That it shall maintain the highest degree of probity, discretion, and competence in its dealings and shall use its best endeavours to source customers for the Company.
2. If applicable that it has adequate insurance, to ensure that it may continue to provide uninterrupted performance of its obligations under these terms consistent with the standards agreed hereto;
3. That the Services shall be rendered in a prompt, diligent and efficient manner is extremely integral to these Terms and therefore shall ensure due process and manpower is in place as may be required to provide the Services;
4. That it shall at all times be compliant with all the Applicable Laws including but not limited to the regulations notified by RBI, TRAI etc from time to time;
5. That it undertakes to promptly notify the Company on becoming aware: (a) that it may not be able to perform its obligations in accordance with these Terms; or (b) of any development that may have a material impact on its ability to perform its obligations in accordance with these Terms including the possibility of loss of any authorization, license and/ or permission that it requires under the applicable Laws to perform its obligations.
6. That it shall comply all applicable Laws in relation to the 'National Do Not Call Registry'. The DSA Agent should have a valid Registration Certificate from the Department of Telecommunications (" DoT ") or any other agency as authorized by the DoT.
7. That it has appropriate mechanisms and means to ensure adequate precautions to protect the privacy and confidentiality of all data pertaining to the Company, the Customers, any other third party in relation to these Terms or the Services and shall take appropriate precautions not to breach the privacy of the Company, the Customers, or any third party during the course of performance of its obligations herein.
8. That it hereby acknowledges that the Company may in its sole discretion refuse or reject the application of any Customer without assigning any reason and shall not be liable in any manner. The DSA Agent undertakes to ensure it shall not make any commitments or assurance to any Customer on grant of Loan on behalf of the Company ;
9. That it shall fill in the relevant details as may be specified by the Company from time to time on the platform;
10. That it shall follow at all stages, proper accounting, reporting, and control procedure, including keeping all financial and nonfinancial records accurate, up to date and complete as per the applicable Laws.
11. That it shall provide periodic training to its DSA Agent Personnel for the purpose of providing Services under these Terms.
12. That it shall take no action in any manner that may damage the integrity and reputation of the Company . The DSA Agent shall have no power or authority to bind the Company in any manner or take any actions that are contrary to those mentioned in these Terms. The DSA Agent shall have no power to make representations, warranties, promises, agreements or commitments for or on behalf of the Company;
13. That it covenants that it shall not enter into any agreement or collude with the Customer in any manner or submit false or fraudulent documents in order to get any Loan approved by the Company and shall procure applications from the Customer that fall within the eligibility criteria of the Company and shall not discriminate in any manner against any Customer;
14. That it shall not charge any fee or other remuneration from any Customer in order to get the Loan approved from the Company;
15. that it shall not use any of the Company's trade name, trade mark, symbol, logo either individually or in conjunction or any other name(s) used by the Company, on any stationery, letterhead, name board or otherwise, except to the extent and in the form and manner approved by the Company in writing;
16. That the DSA Agent and its representatives shall avoid any conflict of interest with the Company and misuse of the Company resources, in each and every act done by the DSA Agent.

CONFIDENTIALITY AND DATA PROTECTION AND INTELLECTUAL PROPERTY RIGHTS

1. CONFIDENTIALITY AND DATA PROTECTION

   1. The DSA AGENT shall implement adequate safeguards, technical measures and an information security plan in accordance with good industry practice and as reasonably required by the Company (including by way encrypting all such data under these terms to protect the Confidential Information , the Company 's intellectual property, customer data (digital or physical) and the flow of data under these terms against unauthorized or unlawful processing, accidental loss, disclosure, damage, or alteration. any breaches in this regard shall be promptly reported to the Company .
   2. The DSA shall ensure that the Company's information, documents, records and assets under these terms is ring-fenced and not comingled with the information, documents, records and assets of other financial institutions to ensure that that confidentiality and security is maintained.
   3. The Company hereby agrees to maintain confidentiality of the Confidential Information and to undertake such measures as it would take for protection of its own Confidential Information .
   4. the DSA Agent shall (a) provide access of customer data (digital or physical) to the DSA Agent personnel (defined below) on 'need to know' basis only; (b) not use Confidential Information for any purpose other than for the purpose of performing its obligation under these terms; (c) not share any Confidential Information with third party or whosoever without an express written consent of the of the Company .
   5. In the event, the DSA Agent is required to disclose any part of the Confidential Information to a Governmental Authority under applicable Law, or for exercising its rights under these Terms, the DSA Agent shall promptly notify in advance to the Company of such intended disclosure. In the event the Company does not respond within 7 (seven) days from notice of the DSA Agent , the DSA Agent may disclose information to the Governmental Authority based on advice received from its senior legal officials.
   6. The DSA Agent shall at all times comply with the Data Protection Laws. Without prejudice to the obligations contained herein, DSA Agent shall only undertake the processing of Data as may be reasonably required in connection with the performance of its obligations under these Terms. The DSA Agent shall not misuse any Data or share Data with any party that deems such action to be unauthorised use.
   7. The DSA Agent shall at all times have appropriate technical and organisational measures in place acceptable to the Company: (a) to prevent unauthorised or unlawful processing of any Personal Data; (b) protect any Personal Data against accidental
   8. loss, destruction or damage; (c) ensure the reliability of its employees/contractor/agents having access to the Personal Data; (d) On the Company's reasonable request, the DSA Agent shall provide a detailed, written description of the measures undertaken by
   9. DSA Agent and its compliance with those measures; and allow the Company access to its premises to inspect its procedures for the processing of Personal Data.

2. INTELLECTUAL PROPERTY RIGHTS

   1. The DSA Agent acknowledges that it is entitled to use the Intellectual Property of the Company only during the performance of its obligations under these Terms.
   2. Except as expressly set out herein, no assignment or license of any Intellectual Property whether registered or not, owned or controlled by the Company is granted to the DSA Agent by these Terms.
   3. The DSA Agent shall, under no circumstances, seek to register any trademark, business name, business processes, inventions, company name, domain name using or incorporating the Intellectual Property of the Company.
   4. Each Party agrees the other Party may use its logo, brand name or trademark for purposes of promotion or publicity during the Term of these Terms.
   5. Either Party will ensure that there is no unauthorized, improper, incorrect or false use, either by it or its employees or its representatives of the name, trademark, logo or service brand of the other Party. Any use of the trademark/logo/service brand of either Party by the other Party, will take place only with the prior written agreement of the other Party.
   6. Each Party acknowledges to the other Party that the infringed Party may not be adequately compensated by recovery of monetary damages as a result of any actual or potential infringement by the other Party or its associates, directors, employees, vendors, related parties etc. and accordingly agrees that in addition to any other right or remedy open to it, the infringed Party shall be entitled to an injunctive relief to restrain any actual or anticipated infringement thereof. Each Party indemnifies the other in full against all loss, damage, costs and expense (including loss of business) and reasonable legal costs which may be incurred by reason of any such actual or potential infringement by it of the other’s Intellectual Property.

AUDIT AND INSPECTION

1. The Company shall have the right to intervene, control and monitor the business operations of the Services provider, in relation to the Services, with appropriate measures to ensure the continuity of such business operations.
2. The Company shall have the right to inspect and review the financial and operational information of the DSA Agent to assess its ability to continue to meet its outsourcing obligations. The Company shall perform such rights under this clause by giving a two (2) day’s prior notice to the DSA Agent .
3. The Company shall have the right to access books, records and relevant information available with the DSA Agent in relation to the Services.
4. The Company shall have the right to conduct audits on the DSA AGENT , whether by its internal or external auditors, or by agents appointed to act on its behalf and to obtain copies of any audit or review reports and findings made on the DSA AGENT in conjunction with the services.
5. The DSA AGENT shall allow the RBI or persons authorised by it to access the Company 's documents, records of transactions, and other necessary information given to, stored or processed by the DSA AGENT within a reasonable time. it shall further allow and provide all requisite support to the rbi or persons authorised by it to inspect and/or audit its books of accounts, and access all documents, records of transactions, and other necessary information as may be considered necessary and within such time period as may be prescribed by the rbi.
6. For any such audit / inspection carried out by the Company, the DSA Agent shall retain and make accessible to the Company, requisite audit trails and logs for administrative activities relevant to the activities outsourced by the Company to the DSA Agent .The information requested shall be provided by the DSA Agent only to the authorised personnel of the Company.
7. The DSA Agent agrees and undertakes to act upon and implement any reasonable recommendations made by the Company based upon the auditor's report or any other professional report issued pursuant to the audit / inspection conducted pursuant to the sub-clauses hereinabove and the cost of implementing those recommendations shall be borne by the DSA Agent to the extent such recommendations correct a failure by the DSA Agent to meet its obligations under these Terms. The Company shall have the right to obtain copies of such audit/review reports.

INDEMNIFICATION

1. The DSA Agent shall at its own expense, indemnify, defend and hold harmless, the Company and affiliates of the Company, their respective officers, directors, personnel, representatives, consultants, nominees ("Indemnified Party") from and against any and all liability suffered or incurred (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including legal fees and expenses) or any other loss that may occur including but not limited to non- payment of Loan amount by the delinquent Customer, arising from or relating to:

   1. act or omission, non-performance, breach, misrepresentation, wilful misconduct, negligence, forgery, dishonesty in relation to these Terms by the DSA Agent;
   2. loss, misappropriations, misuse or damage of the documents or instruments or material provided by the Company or the Customer in terms of this Terms, that are in the possession of the DSA Agent;
   3. any deficiency in Service, loss, damages to the Customers or breach of the Customer’s privacy through any acts or omissions of the DSA Agent;
   4. failure to comply or contravention of any applicable Law, Code of Conduct provided hereunder or industry practice, or violation of any Policy(ies) and Process(es) of the Company.
   5. In the event of any claims being made on Company on account of any default or breach committed by the DSA Agent undertakes to pay on first demand made by the Company of any amount on this account without any demur, reservation, contest, protest whatsoever within 2 (two) Business Days of the demand being made. The Company shall also be entitled to settle any or all claims made on it and recover the amount so paid from the DSA Agent.

DISCLAIMER

1. Electronic Instructions

   The DSA Agent requests the Company to rely upon, act or omit to act in accordance with any directions, instructions and/ or other communication given in connection with the Services by email or other electronic means by the Services Provider ("Instruction"). The DSA Agent is aware that electronic communications involve certain risks including unauthorized alteration of Data and/ or unauthorized access by third parties thereof. The Company may act as aforesaid without inquiry as to the identity or authority of the DSA Agent or the authorized person giving or purporting to give any Instruction or as to the authenticity of any electronic message and may treat the same as fully authorized by and binding on the DSA Agent. The DSA Agent hereby agrees to indemnify the Company and keep them at all times indemnified from and against all actions, suits, proceedings, costs, claims, demands, charges, expenses, losses and liabilities howsoever arising in consequence of or in any way related to the Company having acted or omitted to act in accordance with or pursuant to any Instruction.

2. Technical Failures and Security Measures:

   1. The DSA Agent shall be required to maintain secrecy about its login and password on the Portal. As a safety measure, the DSA Agent shall change the password as frequently as possible. The DSA Agent acknowledges, represents and warrants that the password which will be issued to it, provides access to its account and that DSA Agent is the sole and exclusive owner and is the only authorised user of the password and accepts sole responsibility for use, confidentiality and protection of the password, as well as for all orders and information changes. The Company shall not be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of Data including login credentials, server-crashes, or any loss in connection with the use of the Portal in any manner.
   2. The information provided to the DSA Agent through the Portal is not updated continuously but at regular intervals. Consequently, any information supplied to the DSA Agent through the Portal will pertain to the date and time when it was last updated and not as the date and time when it is supplied to the DSA Agent.
   3. The Company may change the mode and manner of access to the Portal at any time. In the event of degradation or instability of the Company's system or an emergency, the Company may, in its sole discretion, temporarily suspend the DSA Agent's access to the Portal under these Terms.
   4. Some parts of the Portal may contain third-party content (such as text, images, videos, audio, or software), such content is the sole responsibility of such third party that makes it available to the Company. In this regard, the Company hereby disclaims all warranties, whether express, implied or statutory, regarding the portal, including without limitation any and all implied warranties of accuracy, authenticity and/or accuracy of Data, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment and any warranties or conditions arising out of course of its usage.

LIMITATION OF LIABILITY:

The Parties agree that the Company shall not be liable under these Terms to the DSA Agent. Further, the Parties shall not be liable for any indirect, incidental, contingent, consequential, punitive, exemplary, special or similar damages incurred by the other Party and arising out of performance of these Terms, including but not limited to, loss of profits, loss of revenue or loss of goodwill, whether incurred as a result of negligence or otherwise, irrespective of whether such party had been advised of the possibility of the incurrence by the other Party of any such damages.

TERM AND TERMINATION

1. Term . These Terms shall be effective from the date of acceptance of these Terms and shall continue unless otherwise terminated in accordance with Clause 14.3 of these Terms.
2. Renewal . Not Applicable

3. Termination For Cause: The Parties may terminate these terms in accordance with the below:

   1. by written notice in the event that the DSA AGENT commits a material breach of its obligations hereunder and fails to cure such material breach within 30 (thirty) calendar days after receipt of written notice;
   2. promptly, upon occurrence of an event of dissolution of DSA AGENT, whether by operation of applicable law or otherwise, or to the extent permitted by applicable law, commencement of winding up or insolvency, or assignment by DSA AGENT for the benefit of its creditors, in each case where such dissolution, winding up, insolvency or assignment, as the case may be, is due to reason other than for the purposes of amalgamation, merger, restructuring or similar reorganization;
   3. subject to clause 19, if the consequences of Force Majeure are likely to prevail beyond 60 (sixty) consecutive calendar days resulting in a major impairment to the functioning of either party, promptly or immediately in writing terminate these terms.
4. Termination For Convenience . The Parties may terminate terms after 30 calendar days prior written notice without assigning any reason.
5. Consequences of termination of these Terms . Upon the termination of these Terms for any reason whatsoever, the Service Provider shall immediately cease use of and basis instructions promptly either return or destroy, Company's intellectual property, information, documents and records pertaining to Confidential Information The DSA Agent shall ensure that the Service Provider Personnel and DSA Agent Subcontractors return all Confidential Information including proprietary material and Data of the Company. Neither the DSA Agent, DSA Agent Personnel nor any DSA Agent Subcontractors shall retain any copy of the Company's intellectual property, Data or information, documents and records pertaining to Customer, and it shall certify the same in writing.
6. Saving of Obligations . Termination of these Terms for any reasons whatsoever shall not affect the rights and obligations of the DSA Agent accrued under these Terms prior to such termination. The Company shall not be liable for any damages, claims of loss of profit, loss of investment or any such claims of a similar nature, in the case of termination of these Terms by any mode or for whatever reasons.

DSA AGENT PERSONNEL AND SUBCONTRACTORS

1. Personnel . The DSA Agent shall be entitled to appoint sufficient number of individuals either through itself, or contractors, or as consultants ("DSA Agent Personnel") to ensure that the Services are provided to the Company in a proper, timely and efficient manner in accordance with the terms of these Terms. The DSA Agent shall ensure that the DSA Agent Personnel shall enter into similar agreements and obligations as envisaged herein for performing the Services.
2. Employment Laws . The DSA Agent shall ensure that DSA Agent Personnel shall be governed by the terms of employment of DSA Agent, if applicable, but in no event, shall the Company be deemed to be the employer of the Service Provider Personnel or be liable for any of their employment benefits.
3. SUBCONTRACTING/ OUTSOURCING . The DSA AGENT shall not subcontract or outsource any services to any third party sub-contractor ("15.3 DSA Agent Subcontractor") without the prior written approval of the Company , which shall not be unreasonably withheld by the Company.
4. DSA AGENT RESPONSIBILITY . Notwithstanding the deployment of any DSA Agent personnel or appointment of any DSA AGENT subcontractor, or termination of any DSA AGENT PERSONNEL AND/ OR DSA Agent subcontractor at the behest of the Company , The DSA Agent shall remain, responsible and liable for any acts or omissions of any DSA AGENT personnel or DSA AGENT Subcontractor and for all obligations to be performed by them (including breach of confidentiality, failure to perform in accordance with these terms or to comply with any duties or obligations imposed on the DSA Agent under these terms) to the same extent as if such failure to perform or comply was committed by the DSA Agent. The DSA AGENT shall ensure that all confidential information and proprietary information of the Company is shared with DSA agent personnel and DSA AGENT subcontractor on a strictly need-to-know-basis.

BUSINESS CONTINUITY AND DISASTER RECOVERY PLAN:

The DSA AGENT shall ensure that a business continuity and disaster recovery plan is in place, which will ensure the continued performance and operational resilience of the services. The DSA AGENT shall continue to maintain adequate insurance, risk management systems, contingency plans and backup system in place to ensure that it may continue to provide uninterrupted performance of its obligations under these terms, consistent with the generally acceptable industry standards. THE DSA Agent shall develop, update and test the plan on a regular basis in accordance with good industry practice.

CODE OF CONDUCT:

THE DSA Agent has read and understood the code of conduct (appended as schedule iv) and made available along with privacy policy and terms of use on the portal made available by the Company . THE DSA Agent hereby undertakes to abide by the terms of the code of conduct and amendments thereof from time to time. further, the DSA AGENT understands that any change/modification in the code of conduct will be made available on the portal, the DSA Agent shall keep itself updated independent of any intimation from the Company.

RELATIONSHIP:

The relationship between the Parties is purely a business relationship based upon Principal-to-Principal arrangements and shall, unless expressly provided otherwise, never be construed as partnership, or joint venture, or master-servant, principal-agent arrangement between the Parties for any purpose whatsoever and the DSA Agent shall not act or attempt to act or represent itself directly or by implication as an agent/ partner of the Company or incur any obligation on behalf of or in the name of the Company.

WAIVER:

The failure of either party to insist upon strict performance of any provision of these Terms, or the failure of either party to exercise any right or remedy to which it is entitled hereunder or thereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by these Terms. A waiver of any default shall not constitute a waiver of any subsequent default. No waiver of any of the provisions of these Terms shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing.

SURVIVAL:

THE TERMS THAT SHALL BE THEIR VERY NATURE SURVIVE THE TERMINATION HEREOF SHALL BE DEEMED TO SURVIVE, INCLUDING BUT NOT LIMITED TO OBLIGATIONS OF THE DSA AGENT, OBLIGATIONS OF THE COMPANY, INDEMNIFICATION, CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS, AUDIT AND INSPECTION AND MISCELLANEOUS PROVISIONS FROM CLAUSE 19 TO CLAUSE 24 HEREOF.

ASSIGNMENT:

The DSA Agent shall not assign, transfer, delegate, any of its rights or obligations hereunder to any third party hereunder without the prior written consent of the Company. The Company shall be entitled to assign, transfer, delegate, any of its rights or obligations hereunder to its affiliates, associates and group companies.

SEVERABILITY:

It is expressly agreed and declared that if for any reason whatsoever after accepting these Terms, any court of competent jurisdiction holds any provision hereof to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon and shall not impair the legality, validity, and enforceability of any other provisions of these Terms.

DISPUTE RESOLUTION AND ARBITRATION

1. Dispute Resolution Procedures: Prior to the initiation of formal dispute resolution procedures with respect to any dispute, other than dispute in relation to clause 9, the Parties shall first attempt to resolve such dispute informally in accordance with Clause 23.2 and 23.3.
2. Initial Effort: The parties agree that the designated relationship manager shall attempt in good faith to resolve all disputes. In the event the designated relationship manager is unable to resolve a dispute in an amount of time that either party deems reasonable under the circumstances, such party may refer the dispute for resolution to the senior corporate executives being an officer with a designation of assistant vice president or above, upon written notice to the other party.

3. Escalation:

   1. Within 5 (five) Business Days after a notice under clause 23.2 referring a dispute for resolution by senior corporate executives, designate relationship managers of respective Parties shall each provide, summaries of the relevant information and background of the dispute, along with any appropriate supporting documentation, for their review.
   2. The designated senior corporate executives shall confer as often as they deem reasonably necessary in order to gather and furnish to the other all information with respect to the matter / issue which the parties believe to be appropriate for resolution.
   3. The designated senior corporate executives shall discuss the dispute and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions shall be left to the discretion of the designated senior corporate executives, but may include the preparation of agreed-upon statements of fact or written statements of position.

4. Prerequisite to Formal Proceedings: Formal proceedings for the resolution of a dispute may not be commenced until the earlier of:

   1. the designated senior corporate executives under clause 23.3 concludes in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or
   2. 60 (sixty) days have lapsed after the notice under clause 23.3 above referring the dispute to senior corporate executives.

5. Arbitration: If the parties are not able to resolve the dispute in accordance with the above, either Party may submit the dispute to a binding arbitration according to the procedures set forth below:

   1. A dispute between the Parties shall be resolved through arbitration by a sole arbitrator mutually agreed by the parties within 15 (fifteen) days of unsuccessful negotiations, failing which either party [may approach the court of law for appointment of a sole arbitrator] in accordance with the Arbitration and Conciliation Act, 1996, its rules and amendments thereof.
   2. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996.
   3. The venue of arbitration proceeding shall be Mumbai, Maharashtra India. All proceedings shall be in English. The award of the Arbitrator shall be final and binding on the Party.

6. Governing Law and Jurisdiction: These Terms shall be governed by and interpreted in accordance with the Laws of India and the Courts of Mumbai shall have exclusive jurisdiction.

   (i) for Company –

   OnEMI Technology Solutions Private Limited
   Attn:
   Address:
   Email id:
   

   (ii) for DSA Agent- details of authorized representative and communication address provided in the Schedule I.

   Any communication under this clause shall be deemed to have been served, i) promptly, where hand-delivered, delivered or (ii) sent by email (and no 'delivery failure notification' is received by the sender) or (iii) expiry of the 3rd (third) day, when sent by courier or registered post.

COMPLIANCE WITH LAWS

i) At all times the DSA agent shall keep itself fully informed of laws, ordinances, regulations, rules, and orders of the land, in performances of the services including procurement and renewal of licenses, permits, and certificates and payment of taxes as and when where required.

ii) The DSA Agent shall at its own cost, compulsorily register itself with DoT as Telemarketers and obtain for itself, from DoT, or any other agency authorized by DoT, valid registration certificate. Further the DSA Agent, as a Telemarketer, shall comply with the Guidelines/Orders/Directions/Regulations issued by DoT and the TRAI on Unsolicited.

Commercial Communications (UCC) in performances of the Services according to these Terms. The DSA Agent shall not resort to invasion of privacy, viz. persistently bothering the Customers of the Company or prospective Customers at odd hours, violation of "do not call" code, etc. nor shall call on Do Not Call Number (DNCN) which are not cleared by the Company without prior written consent from the Company.

iii) All taxes, fees, charges, and other outgoings incurred or to be incurred under any Laws shall be at the complete cost and responsibility of the DSA Agent .

Any loss caused, penalty imposed, or legal obligation created on account of the failure to adhere to any Law in regard to submission of such returns as may be required, shall be borne by the DSA Agent and the Company shall not be liable for any damages or payments in this regard.

iv) The DSA Agent shall ensure to register, obtain and renew in accordance with requirement/Law, licenses (as applicable) and comply with the provisions and requirements of the relevant labour Laws including but not limited to Minimum Wages Act, Provident Fund Act, Employees' State Insurance Act etc. and other applicable statutory enactment's including but not limited to the applicable Shops and Establishment Act, 1948, for all its office locations (office locations, as well as any other addresses of the DSA Agent, shall be maintained by the DSA Agent independent of and in addition to the offices of the Company).

v) Anti-Corruption: In connection with the parties' compliance with the applicable anti-corruption Laws, the parties shall not offer, promise, approve, or make payments, gifts, or anything of value to government officials or private parties for the purpose of influencing such individual to obtain or retain Business, in each case in violation of the applicable anti-corruption Laws. In addition, neither party shall make any payments with wrongful or corrupt intent, i.e. payments party knew or should have known were intended to influence the private party, the government official or the government, in each case in violation of the applicable anti-corruption Laws.

Applicability

The Code has been adopted and included as part of the Terms between <NAME OF RE> and the DSA Establishment. This code will apply to all Persons employed by the DSA who would be involved in the marketing and distribution of Products and other related Services of <NAME OF RE>. The DSA and its Telemarketing Executives (TMEs) and field sales personnel, namely, Business Development Executives (BDEs) must agree to abide by this code prior to undertaking any direct marketing operation on behalf of the Company.

Limited from time to time by DSA. Failure to comply with this requirement may result in permanent termination of the business tie-up of the DSA with the Company.

To ensure that the TMEs and BDEs adhere to the terms of this Code, the DSA will obtain a declaration from the TMEs and BDEs before assigning them their duties.

Tele-calling a Prospect (a prospective Customer)

The DSA will contact a prospect for sourcing the Company related product only under the following circumstances:

When prospect has expressed a desire/intent to acquire a product through the company's internet site/call centre/branch or through the relationship officer at the Company or has been referred to by another prospect/Customer or is an existing Customer of the Company who has given consent for accepting calls on other products of the Company.

When the prospect's name/telephone number/address is available and has been taken from one of the lists/directories/databases approved by the manager/team leader of the DSA after taking his/ her consent.

The DSA will ensure that their TME will not call a Person whose name/number is flagged in any "do not disturb" list made available to him/her.

The Declaration to be obtained from TMEs/ BDEs by the DSAs before assigning them their duties is as per the Annexure - A.

Contacting a prospect on the telephone

Telephonic contact will normally be limited between 09:30 Hrs and 19:00 Hrs. However, the DSA will ensure that a prospect is contacted only when the call is not expected to inconvenience to him/her. Any Calls earlier or later than the prescribed time period may be placed only when the prospect has expressly authorized TME/BDE to do so either in writing or orally.

Can the prospect's interest be discussed with anybody else?

The DSA will make sure that a prospect's privacy is respected. The prospect's interest normally will be discussed only with the prospect and any other individual/family member such as a prospect's accountant/secretary /spouse, as authorized by the prospect.

1. Leaving messages and contacting Persons other than the prospect.

   Calls will first be placed to the prospect. In the event the prospect is not available, a message will be left for him/her. The aim of the message will be to get the prospect to return the call or to check for a convenient time to call again. Ordinarily, such messages will be restricted to the following:

   "Please leave a message that ____ called and requested to call back at __________".

   As a general rule, the message will indicate that the purpose of the call is regarding selling of <NAME OF RE>'s unsecured working capital product.

No misleading statements/misrepresentations permitted

The TME/BDE wills not -

• Mislead the prospect on any Service / Product offered;
• Mislead the prospect about the DSA Establishment's Business or name, or falsely represent themselves.
• Make any false/unauthorized commitment on behalf of the Company for any facility/service.

Telemarketing Etiquettes

1. PRE - CALL

   • No calls will be made prior to 09:30 Hrs or post 19:00 Hrs unless specifically requested.
   • No serial dialing will be made.
   • No calls will happen on lists unless the list is cleared by Team Leader.

2. DURING CALL

   • The Telemarketing executive will identify himself/ herself, the DSA Establishment's name.
   • He/She will request permission to proceed.
   • If denied permission, he/she will apologize and politely disconnect.
   • He/She will state the reason for the call.
   • He/She will always offer to call back on the landline if a call is made to a cell number.
   • He/She will never interrupt or argue.
   • To the extent possible, he/she will talk in the language that is most comfortable to the prospect.
   • He/She shall keep the conversation limited to Business matters.
   • He/She shall check for understanding of "Most Important Terms and Conditions" by the Customer if the prospect plans to buy the product.
   • He/She will reconfirm next call or next visit details.
   • He/ She will Provide their telephone no, their supervisor's name or the <NAME OF RE>'s Relationship Officer's contact details if asked for by the Customer.
   • He/ She will thank the Customer for his/her time.

3. POST CALL

   • Customers who have expressed their lack of interest in the offering will not be called for the next 3 (three) months with the same offer.
   • The DSA Establishment will provide feedback to the Company on Customers who have expressed their desire to be flagged "Do Not Disturb".
   • The DSA Establishment will never call or entertain calls from Customers regarding products already sold. It will advise them to contact the Customer Service Staff of the Company .

Gifts or bribes

No TME/BDE will accept gifts from prospects or bribes of any kind. Any TME/BOE offered a bribe or payment of any kind by a Customer will report the offer to the Management.

Precautions to be taken on visits/contacts

The BDE will:

• Respect personal space - maintain adequate distance from the prospect. He/She will not enter the prospect's residence/office against his /her wishes.
• No prospect will be visited in large numbers - i.e. not more than one BDE and one supervisor, if required.
• Respect the prospect's privacy.
• If the prospect is not present and only family members/office Persons are present at the time of the visit, he/she will end the visit with a request for the prospect to call back.
• Provide his/her telephone number, and the supervisor's name or the concerned Company officer's contact details, if asked for by the Customer.
• Limit discussions with the prospect to the Business - Maintain a professional distance.

Other important aspects - Appearance and Dress Code

BDEs will be appropriately dressed.

For men this means well-ironed trousers; well-ironed shirt, shirt sleeves preferably buttoned down.

For women, this means well-ironed formal attire (Saree, Suit, etc.) - Well-groomed appearance. Jeans and/or T-Shirt, open sandals shall not be considered appropriate.

Handling of letters and other communication

Any communication sent to the prospect shall be only in the mode and format approved by the Company.