Partner Individual Agreement

1. DEFINITIONS AND INTERPRETATION
   1. “Customers” mean a person who has entered into an arrangement with RupeeCircle to lend on it or to avail of loan facilitation services provided by it.
   2. “Intellectual Property Rights” means all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world.
   3. “Personal Data” means any information relating to any person which in combination with other information available with a Party or likely to be available with a Party is capable of identifying such person and it shall also include Sensitive Personal Information such as call data records; financial information such as customer/borrower name, their e-mail address, gender, date of birth, mobile number, passwords, photograph, mobile phone information including contact numbers, SMS, call logs and browsing history, data and login-in credentials of social media platform, financial information such as bank documents, salary slips, bank statements, PAN card, bank account no., data from Credit Information Companies, data required for Know Your Customer compliances, requirement and other relevant details or any other type of information prescribed under the Information Technology Act and the Rules framed there under or any other law as "Sensitive Personal Information" and shall include the various notifications issued under Information Technology Act, 2000 from time to time.
   4. “Services” means the services required to be performed by the Direct Selling Agent as detailed in Clause 4 of this Agreement and more particularly detailed in Annexure I herein, and such other services as may be communicated by the Company in writing to the Direct Selling Agent from time to time.
   5. "Staff" shall include authorized agents, employees, personnel, representatives and / or other persons engaged by the Direct Selling Agent for providing Services in accordance with this Agreement.
   6. “Website” shall mean the online portal of the Company i.e. www.rupeecircle.com.
2. SCOPE
   1. The Direct Selling Agent shall provide the Services to the Company in accordance with the terms and conditions of this Agreement, and the same shall commence on the Effective Date i.e. on the date of execution of this Agreement.
3. APPOINTMENT OF DIRECT SELLING AGENT AND TERM
   1. RupeeCircle hereby appoints the Direct Selling Agent for providing the Services to the Customers, and the Direct Selling Agent hereby agrees to provide the Services to the Customers, subject to the terms and conditions and for the consideration specified in this Agreement. It is hereby agreed that the Direct Selling Agent shall have no authority to make any commitments whatsoever on behalf of the Company.
   2. The Parties agree that the appointment is on non-exclusive and non-assignable basis.
   3. The Parties agree that the Appointment shall be subject to the applicable laws prevalent in India and more specifically as per the Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFC-P2P contained in the Non-banking Financial Company – Peer to Peer Lending Platform (Reserve Bank) Directions, 2017 issued by the Reserve Bank of India, as amended from time to time.
   4. The Parties, may, on mutually agreed commercial terms and conditions decide to extend the Agreement for further period(s) following the expiration of the aforesaid term.
4. SERVICES
   1. The Direct Selling Agent agrees to provide to the Company, and the Company agrees to avail such services from the Direct Selling Agent as detailed in Annexure I and includes:
      1. Applications processing (loan origination, credit card), document processing, marketing and research, supervision of loans, data processing and back office related activities;
      2. Creating awareness about the products and services of RupeeCircle as may be prescribed by RupeeCircle from time to time;
      3. Promote the services and maximize the sale of services of RupeeCircle, alongwith providing reasonable assistance to RupeeCircle in promotional activities;
      4. Any other service that may be mutually agreed to in writing, from time to time subject to the applicable regulatory guidelines;
   2. The Parties agree that the Company shall not outsource and the Direct Selling Agent shall not perform core management functions including Internal Audit, Strategic and Compliance functions and decision-making functions such as determining compliance with KYC norms for opening deposit accounts, according sanction for loans (including retail loans) and management of investment portfolio.
5. FEES AND PAYMENT
   1. The fee structure for carrying out the Services as envisaged under this Agreement is detailed in Annexure II annexed to this Agreement.
   2. All charges and / or payments referred to in this Agreement are exclusive of Goods and Services Tax and any other tax, duty, fee, cess or any other levy imposed from time to time by any government whether central or local or other authority whether municipal or otherwise.
   3. All the payments shall be made in Indian Rupees (INR) and shall be subject to deductions of taxes at source, if applicable. The deduction and payment of such requisite taxes shall be the responsibility of RupeeCircle.
   4. The Direct Selling Agent shall raise the invoice every ___ day of each month for realization of dues and the same shall be sent to RupeeCircle through both email and post at their registered address. The Company shall pay to the Direct Selling Agent within _________ days from the date of receipt of such invoice, subject to the invoice containing all the required particulars as per the terms of this Agreement and as per the relevant provisions of law.
   5. The invoice shall be accompanied by such supporting documents as may be required by the Service Recipient.
   6. The Direct Selling Agent shall ensure that all the contents of the invoice are in accordance with the provisions of law and the communication as may be sent to the Direct Selling Agent by the Company as regards the contents of the invoice.
   7. The Company shall verify the contents of the invoice and intimate to the Direct Selling Agent of any dispute in the contents thereof within _______ days from the date and / or deemed receipt of the invoice by the Company. In the event of any such dispute, the Parties shall promptly seek to resolve the dispute in good faith and the Company shall ensure the payment towards such disputed amount be made within _____ days of such dispute being resolved as per the terms set forth herein.
   8. The Company may withhold, suspend payment against any invoice which is not submitted in accordance with this Agreement or which covers or relates to Services which have not been envisaged in this Agreement.
   9. The Company shall have the right to deduct, from any payment due to the Direct Selling Agent, any sum owed by the Direct Selling Agent to the Company.
   10. Interest shall not accrue or be payable on any such withheld, deducted or suspended payments.
   11. Payments shall be made within __ working days from the date of receipt of invoice through _____.
6. REPRESENTATIONS AND WARRANTIES
   1. The Direct Selling Agent represents and warrants to RupeeCircle that:
      1. The Direct Selling Agent is capable to provide the Services envisaged in this Agreement, and by providing the Services, the Direct Selling Agent shall not be in breach of applicable laws and regulations of India. The Direct Selling Agent shall carry out its duties strictly in accordance with the norms prescribed by RupeeCircle from time to time, subject to the aforesaid RBI Guidelines issued in this regard, and it shall submit all necessary document(s), paper(s), proof(s), information and agreement(s) as may be required by RupeeCircle from time to time.
      2. The Direct Selling Agent shall comply with all statutes, rules and regulations applicable to it or to the Company for fulfilment of the terms of this Agreement. The Direct Selling Agent shall maintain in full force and effect applicable licenses, permits, registrations and permissions as may be required for the purpose of rendering the Services under this Agreement.
      3. The Direct Selling Agent represents and warrants to the Company that the Direct Selling Agent is under no pre-existing contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of the Services agreed upon under this Agreement. The Direct Selling Agent is not owned or controlled by any director of the Company or its relatives.
      4. The Direct Selling Agent hereby agrees that the offering of Services by the Direct Selling Agent to the Customers shall be at the sole discretion of RupeeCircle and RupeeCircle reserves the right to offer / continue to offer and / or discontinue offering the Services through the Direct Selling Agent, at any time for any reason(s), as may be deemed fit by RupeeCircle, from time to time. However, RupeeCircle will provide prior intimation to Direct Selling Agent of any such act.
      5. The Direct Selling Agent shall use its best efforts to promote, and educate Customers and prospective Customers with respect to:
         1. the Services envisaged under this Agreement;
         2. all new product features, promotional schemes and other enhancements to the Services, and
         3. RupeeCircle’s business and goodwill and participation in sales promotion exercises and schemes undertaken by RupeeCircle from time to time.
      6. The Direct Selling Agent shall engage requisite skilled personnel for rendering of the Services in an efficient and timely manner and to supervise the work executed under this Agreement.
      7. The Direct Selling Agent shall impart appropriate and reasonable training to its Staff providing the Services under this Agreement and to meet the required quality standards as per the best industry practices. The Direct Selling Agent undertakes to educate / handle the queries of the general public / Customers adequately in respect of the Services of RupeeCircle.
      8. In addition to creating awareness about Services, the Direct Selling Agent shall take pro-active steps to educate Customers on aspects like interest rate, terms and conditions of each product / service offered and grievance redressal mechanism of RupeeCircle.
      9. The Direct Selling Agent undertakes to keep the Customer Registration and KYC related documents in its safe custody and will do further processing as per the instruction(s) of the RupeeCircle, issued from time to time. Any loss, damage, default, failure, misfeasance, bad faith, disregard of its duties and obligations hereunder shall constitute a material breach of its obligation under this Agreement.
      10. The Direct Selling Agent also undertakes to be liable and responsible for safekeeping and return in good condition and order all of RupeeCircle’s property in whatsoever nature, which may be in its use, custody or charge.
      11. The Direct Selling Agent undertakes not to publish any article or statement, broadcast or make any communication of whatsoever nature to the press, including magazine publication relating to RupeeCircle and / or any of RupeeCircle's Services, unless the Direct Selling Agent have obtained the prior written permission from RupeeCircle.
      12. The Direct Selling Agent agrees to provide all necessary assistance to RupeeCircle, in the event RupeeCircle wants any of its representatives stationed at any other premises to promote any Service of RupeeCircle or to suit any business model / business need of RupeeCircle.
      13. RupeeCircle, at its own discretion, or on RBI’s instructions, may inspect / audit the Direct Selling Agent as per their respective requirements from time to time. The Direct Selling Agent hereby agrees and confirms to use its reasonable endeavours and extend full and complete co-operation for and during such inspection and / or audit and keep RupeeCircle duly informed and apprised of such inspections and / or audits.
      14. The Direct Selling Agent undertakes to abide by and comply with all the guidelines, rules and regulations for offering the Services of RupeeCircle as applicable and intimated by RupeeCircle from time to time.
      15. The Direct Selling Agent undertakes not to accept any gift, commission or any sort of gratification in cash or kind from any person, party, firm or company having and / or dealing with the RupeeCircle, and if the Direct Selling Agent is offered any, the Direct Selling Agent shall immediately report the same to RupeeCircle for RupeeCircle to take appropriate actions.
      16. The Direct Selling Agent undertakes to extend full co-operation to RupeeCircle in case(s) of customer grievance redressal insofar as relating to the Services offered by the Direct Selling Agent.
      17. The Direct Selling Agent shall be solely responsible for the acts of its Staff. In the event of any act or omission committed by a particular person of the Direct Selling Agent and / or in the reasonable opinion of the Company, any particular person is unfit for providing Services under this Agreement, the Direct Selling Agent shall immediately investigate the matter and take necessary steps to replace such person with any other person who is suitable for providing Services under this Agreement.
      18. The Direct Selling Agent represents that it is an entity / person incorporated or resident in India. Further, substantial ownership or controlling persons in the Direct Selling Agent including its Affiliates or chain of ownership for tax purposes is in India.
      19. The Direct Selling Agent hereby agrees to immediately inform RupeeCircle within 15 days if there is any change in its residential status. The Direct Selling Agent agrees that, if required, RupeeCircle shall also report, reportable details to regulators or terminate this Agreement forthwith.
      20. The Direct Selling Agent undertakes that the employees who are engaged in providing the Services will not be engaged in any manner whatsoever in providing Services of a similar nature to a competitor.
      21. The Direct Selling Agent shall observe all applicable laws, rules and regulations as may be prescribed by government and authorities in relation to the Services under this Agreement. The Direct Selling Agent shall ensure that their representatives shall always maintain the highest standard of morals, ethics and integrity in all their dealings.
      22. The Direct Selling Agent shall not indulge in any act that is prejudicial to the business or goodwill of RupeeCircle.
      23. In performing the Services, the Direct Selling Agent shall comply, to the best of its knowledge, with prudent business conduct, regulatory, health and safety guidelines established by any governmental authority with respect to the Services envisaged under this Agreement or such other industry practices which are in the best interest of the Company.
      24. The Direct Selling Agent shall be true and faithful to the Company in all accounts, dealings and transactions whatsoever and shall at all times, and whenever required, render a true, correct and just account or information to the Company or to such persons who shall be authorized to receive the same.
      25. This Agreement is on a principal-to-principal basis. The employees of the Direct Selling Agent shall not, in any manner whatsoever, be construed to be the employees of the Service Recipient. The Direct Selling Agent shall indemnify and keep indemnified the Company in case of any claim raised by the employees of the Direct Selling Agent against the Company in any manner whatsoever.
      26. The Direct Selling Agent also agrees and confirms that the Direct Selling Agent is fully aware and has understood about the Services and the Terms and Conditions contained in this Agreement.
      27. The Direct Selling Agent shall not impede or interfere with the ability of the Company to effectively oversee and manage its activities nor shall it impede the Reserve Bank of India in carrying out its supervisory functions and objectives.
   2. RupeeCircle represents and warrants to the Direct Selling Agent that:
      1. The Company represents and warrants to the Direct Selling Agent that the Company is under no pre-existing contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of the Services by the Direct Selling Agent agreed upon under this Agreement.
      2. The Company shall not indulge in any act prejudicial to the business or goodwill of the Direct Selling Agent.
      3.   The Company shall strictly adhere to the terms of this Agreement.
7. RUPEECIRCLE OBLIGATIONS
   1. RupeeCircle shall give to the Direct Selling Agent all support necessary for the delivery of the Direct Selling Agent’s obligations under this Agreement. RupeeCircle shall further, from time to time, supply such information as requested by the Direct Selling Agent, so as to effectively carry out its duties and obligations under this Agreement.
   2. RupeeCircle shall ensure that the Direct Selling Agent and its Staff are properly trained to handle their responsibilities with care and sensitivity, particularly aspects such as soliciting customers, hours of calling, privacy of customer information and conveying the correct terms and conditions of the products on offer, etc.
   3. The Company shall put in place a board approved Code of conduct for the Direct Selling Agent, and obtain their undertaking to abide by the code. In addition, the Direct Selling Agent shall adhere to extant instructions on RupeeCircle’s Fair Practices Code as also their own code for collection of dues and repossession of security. It is essential that the Direct Selling Agent refrains from action that could damage the integrity and reputation of the Company and that they observe strict customer confidentiality.
   4. Facilitate integration of the Direct Selling Agent’s technology platform with RupeeCircle’s technology platform.
   5. Attend to queries / grievances / disputes emanating from Customers.
   6. Ensure strict compliance to the rules and regulations laid down by RBI and other statutory and regulatory bodies.
   7. RupeeCircle shall notify the Direct Selling Agent of any changes in the prevailing RBI regulations pertaining to the Direct Selling Agent and both Parties shall work together to identify the impact of such changes.
   8. RupeeCircle shall have in place a management structure to monitor and control its Services as well as the Services to be undertaken by the Direct Selling Agent.
   9. RupeeCircle shall on an annual basis, review the financial and operational condition of the Direct Selling Agent to assess its ability to continue to meet its obligations.
   10. In the event of termination of this Agreement for any reason in cases where the Direct Selling Agent deals with the Customers, the same shall be publicized by displaying at a prominent place in the branch, posting it on the Website, and informing the Customers so as to ensure that the Customers do not continue to deal with the Direct Selling Agent.
   11. RupeeCircle shall put a robust system of internal audit of all Services to be undertaken by the Direct Selling Agent and the same shall be monitored by the Board of RupeeCircle.
   12. Nothing in this Agreement shall affect the rights of Customers against the Company, including the ability of Customers to obtain redress as applicable under relevant laws.
8. DIRECT SELLING AGENT OBLIGATIONS
   1. Expense of Doing Business
      The Direct Selling Agent shall bear the cost and expense of conducting its business in accordance with the terms of this Agreement. This would include salaries for the staff of the Direct Selling Agent who are engaged in the business of selling the products of RupeeCircle, expenses related to communications, telecommunication, mailing, conveyance and business entertainment if required. RupeeCircle will not entertain any reimbursement on any expense made by the Direct Selling Agent other than the commissions / fee.
   2. Promotion of the Products
      The Direct Selling Agent shall make efforts to promote the sale of and stimulate demand for the Services within India by direct solicitation. In no event shall the Direct Selling Agent make any representation, guarantee or warranty concerning the Services except as expressly authorized by RupeeCircle. Use of RupeeCircle’s logo, product logo, any advertising / promotion / marketing activity conceived originally by the Direct Selling Agent should be first approved in writing by RupeeCircle before being implemented.
   3. Agents and Customer Service
      Direct Selling Agent shall inform and assist Customers with regards to RupeeCircle's Services, and shall perform such additional customer services by e-mail, phone and fax, whenever needed, as good salesmanship requires and as RupeeCircle may reasonably request.
   4. Books and Records
      The Direct Selling Agent shall notify RupeeCircle of any Customer's complaints regarding either the Services or RupeeCircle and immediately forward to RupeeCircle, the information regarding such complaints.
   5. The Direct Selling Agent and / or its Staff / employees shall not resort to intimidation or harassment of any kind, either verbal or physical, against any person in their debt collection efforts, including acts intended to humiliate publicly or intrude the privacy of the debtors' family members, referees and friends, making threatening and anonymous calls or making false and misleading representations.
   6. The Direct Selling Agent shall be obligated at all times to preserve documents as required by law and take suitable steps to ensure that RupeeCircle’s interests are protected in this regard even post termination of the Services / Agreement.
9. RIGHTS OF RUPEECIRCLE
   1. RupeeCircle shall have control over the Services to be undertaken by the Direct Selling Agent under this Agreement and shall have the right to intervene with appropriate measures to meet legal and regulatory obligations.
   2. RupeeCircle shall have the right to access all books, records and information relevant to the Services available with the Direct Selling Agent.
   3. RupeeCircle shall be within its rights to conduct continuous monitoring and assessment of the Direct Selling Agent so that any necessary corrective measure can be taken immediately.
   4. RupeeCircle shall have appropriate control over the Direct Selling Agent to ensure customer data confidentiality and Direct Selling Agents' liability in case of breach of security and leakage of confidential customer related information.
   5. RupeeCircle shall be within its right to conduct audits of the Direct Selling 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 Direct Selling Agent in conjunction with the Services performed by the Direct Selling Agent for RupeeCircle.
10. RESERVE BANK OF INDIA
    1. The Parties acknowledge that the Reserve Bank of India or persons authorised by it shall have access to RupeeCircle documents, records of transactions, and other necessary information given to, stored or processed by the Direct Selling Agent within a reasonable time.
    2. The Parties acknowledge the right of the Reserve Bank to conduct an inspection to be made of the Direct Selling Agent and its books and account by one or more of its officers or employees or other persons.
11. BUSINESS CONTINUITY AND MANAGEMENT OF DISASTER RECOVERY PLAN
    1. The Direct Selling Agent shall develop and establish a robust framework for documenting, maintaining and testing business continuity and recovery procedures. Direct Selling Agent shall periodically test the Business Continuity and Recovery Plan and RupeeCircle shall conduct occasional joint testing and recovery exercises with Direct Selling Agent.
    2. In order to mitigate the risk of unexpected termination of this Agreement due to any reason as enumerated under this Agreement, RupeeCircle shall retain an appropriate level of control over the Services to intervene with appropriate measures to continue its business operations in such cases without incurring prohibitive expenses and without any break in the operations of RupeeCircle and its Services to the Customers.
    3. The Parties agree and understand that for the purpose of this Agreement, RupeeCircle shall at all times have a viable contingency plan. In establishing a viable contingency plan, RupeeCircle shall consider the availability of alternative service providers or the possibility of bringing the outsourced activity back in-house in an emergency and the costs, time and resources that would be involved.
    4. In the event of sharing of facilities between the Company and the Direct Selling Agent, the Parties agree that the Direct Selling Agent is able to isolate the Company’s information, documents and records, and other assets. This is to ensure that in appropriate situations, all documents, records of transactions and information given to the service provider, and assets of the Company, can be removed from the possession of the Direct Selling Agent in order to continue its business operations, or deleted, destroyed or rendered unusable.
12. TERMINATION
    1. Either Party can, during the validity period of the Agreement, terminate the Agreement by serving an advance written notice of ____ days to the other Party intimating the intention to terminate the Agreement.
    2. Either Party may, if the other Party is in breach of the Agreement, issue 15 days written notice to the other party calling upon the other Party to cure the breach of the Agreement within the period of 15 days. If the defaulting Party neglects to rectify the breach within 15 days after the receipt of the written notice of such default by the aggrieved Party, then the Agreement stands terminated upon expiry of such period. However, if the defaulting Party cures such breach, the notice shall stand withdrawn and the Agreement shall subsist.
    3. Either Party may, however, immediately terminate this Agreement by a written notice to the other Party in the event of:
       1. The other Party becoming bankrupt or insolvent, or is unable to pay its debt or make a composition with its creditors;
       2. Any substantial change in the management and shareholding of the other Party which may be detrimental to the interest of the terminating Party or which may prevent the terminating Party from fulfilling its obligations under the Agreement;
       3. The other Party being dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of the other Party;
       4. Any material breach of this Agreement by the other Party or any act or omission on the part of the other Party which adversely impacts the terminating Party in any manner whatsoever.
13. EFFECT OF TERMINATION
    1. Upon the termination or the expiry of this Agreement, the Direct Selling Agent shall fully cooperate and assist RupeeCircle to ensure that such termination and its consequences cause the minimum disruption to RupeeCircle’s business and affairs and the performance of its responsibilities. The Direct Selling Agent shall take all reasonable steps to mitigate any costs which RupeeCircle may incur as a result of termination of this Agreement. Upon termination or expiry of this Agreement, the Direct Selling Agent shall cease to provide the Services, except for those Services for which the RupeeCircle specifically instructs the Direct Selling Agent to provide.
    2. Termination of this Agreement shall be without prejudice to any rights of RupeeCircle or the Direct Selling Agent which may have accrued up to the date of such termination and the rights to terminate this Agreement are not intended to be exclusive but shall be in addition to every other remedy or right including the right to recover damages and to a decree requiring specific performance or any appropriate performance required by this Agreement.
    3. Clauses 15 to 26 shall survive any termination or expiry of this Agreement and continue indefinitely. Within ____ days, from the date of expiry or termination of this Agreement, the Direct Selling Agent shall, and ensure that the Staff shall, return all property in its possession or under its control that belongs to RupeeCircle.
    4. Within ____ days, from the date of expiry or termination of this Agreement, the Direct Selling Agent shall, ensure that the Direct Selling Agent and their Staff shall, deliver to RupeeCircle any / all such Confidential Information, including Personal Data, records of transactions, information data, including visiting cards, banners, posters, advertisement, or promotional materials or any other material bearing the logo / trademark of RupeeCircle, held by it, in whatever form and medium, as well as any assets / equipment owned or leased by RupeeCircle and which are in possession / custody / control of the Direct Selling Agent and / or its Staff.
    5. Upon the termination or the expiry of this Agreement, forthwith remove its entire Staff together with its machines / equipment whatsoever, if any, from the premises of RupeeCircle.
14. INTELLECTUAL PROPERTY RIGHTS
    1. Except as provided for in this Agreement, the Direct Selling Agent or its Staff, agents shall not acquire a right to use and shall not use without RupeeCircle’s prior written permission in each instance, the names, characters, artwork, designs, trade names, trademarks, or service marks of RupeeCircle for any purpose and shall maintain all copyright, trademark, service mark or other proprietary notice on RupeeCircle’s Services and otherwise comply with RupeeCircle’s reasonable quality control requirements.
    2. During the term of this Agreement, the Direct Selling Agent is authorised to use RupeeCircle’s trademarks, logos and trade names only in connection with the Direct Selling Agent’s commitments as set out in this Agreement with the prior written approval of RupeeCircle. The Direct Selling Agent’s including its Staff’s / agent’s use of such trademarks, logos and trade names shall be in accordance with the guidelines issued by RupeeCircle. Nothing contained herein shall give the Direct Selling Agent or its Staff / agents any interest in such trademarks, logos or trade names. In the event of termination of this Agreement, howsoever caused, the Direct Selling Agent’s right to use such trademarks, logos or trade names shall cease forthwith from the date of termination of this Agreement. The Direct Selling Agent agrees not to attach any additional trademarks, logos or trade designations to the trademarks, logos or trade designations of RupeeCircle.
    3. Subject to other terms of this Agreement and till the subsistence of this Agreement, the Direct Selling Agent may identify itself as an Authorised Direct Selling Agent of RupeeCircle. The Direct Selling Agent further agrees to not to use the trademarks, logos and trade names of RupeeCircle as part of its corporate or partnership name or otherwise.
    4. RupeeCircle reserves the right of prior review and written approval of the Direct Selling Agent’s use of RupeeCircle trademarks, logos and trade names and all relevant advertisement material. The Direct Selling Agent shall not publish, nor cause to be published, any advertising, or make any representations oral or written, which might confuse, mislead or deceive the public or which are detrimental to the name, trademarks, goodwill or reputation of RupeeCircle. Nothing in this Agreement would entitle either Party to use the other Party's name, logo or trademark in any way or any context, whatsoever, without the prior written consent of the other.
    5. The said Services shall be provided under the branding and trademark owned by RupeeCircle and, all goodwill associated with the brand name shall vest exclusively with RupeeCircle and Direct Selling Agent shall have no right, lien or interest in the same.
    6. The Direct Selling Agent shall not cause or permit or to assist or allow others to do anything which may damage or endanger the Intellectual Property Rights of the RupeeCircle.
    7. The Direct Selling Agent assigns and shall ensure that all third parties (who may have any right, title or interest in Intellectual Property Rights of the Services) absolutely assigns to RupeeCircle all Intellectual Property Rights in the Services with full title guarantee. The Direct Selling Agent shall ensure that all third parties waive, to the fullest extent permitted by law, any and all intellectual rights including moral rights existing in the Services.
    8. At RupeeCircle’s request, the Direct Selling Agent shall do all such further acts and execute all such further documents and instruments as may be necessary or desirable to confirm title in the Intellectual Property Rights to RupeeCircle or assist RupeeCircle in applying for registration or similar protection in any part of the world or to record the waiver of any moral rights.
    9. As a part of this Agreement, the Company as well as the Direct Selling Agent shall respect each other’s Intellectual Property Rights including without limitation, patent(s), copyright(s), trade / service mark(s), trade names(s), trade secret(s) and logos.
    10. The Direct Selling Agent shall immediately bring any actual, threatened or suspected infringement or improper use of the RupeeCircle’s Intellectual Property Rights and will assist the Company, at the expense of the Company, in taking all steps to defend the rights of the Company.
15. CONFIDENTIALITY
    1. The Direct Selling Agent acknowledges that for the provision of the Services, RupeeCircle would be required to share Confidential Information, including the Personal Data, with the Direct Selling Agent and its Staff. The Direct Selling Agent irrevocably undertakes to keep the Confidential Information secret and confidential and shall not disclose the same, wholly or partial, with any third person, under any circumstances. The Direct Selling Agent or its Staff shall not use nor shall they allow the Confidential Information to be used for any purpose other than as may be necessary for the due performance of its obligations hereunder. The Direct Selling Agent shall ensure that its Staff adheres to these confidentiality obligations and shall enter into necessary agreements with its Staff to ensure compliance of this Clause. The Direct Selling Agent shall indemnify and keep RupeeCircle fully indemnified and hold harmless at all times against any and all consequences arising from any breach of this undertaking by the Direct Selling Agent or its Staff and shall immediately reimburse and pay to RupeeCircle on demand all damages, loss, cost, expenses or any charges, including reimbursement of legal fees and expenses that the Company may incur or suffer, as a result of a breach by the Direct Selling Agent or its Staff of this Clause. The Direct Selling Agent undertakes that it and its Staff / agents shall not disclose or publish the existence of, or the terms or conditions included in, this Agreement or of any information relating to the Company’s business which they become aware in the normal course of performing their duties to any third party unless such disclosure or publication is strictly required by law. The Direct Selling Agent shall, without prejudice to its obligations herein, indemnify the Company for any loss, including legal fees and expenses, damage or injury caused to the Company from any such disclosure or publication.
    2. The Direct Selling Agent acknowledges that access to customer information by its Staff shall be on 'need to know' basis i.e., limited to those areas where the information is required in order to perform the Services.
    3. The Company shall ensure and the Direct Selling Agent agrees to isolate and clearly identify the Company’s customer information, documents, records and assets to protect the confidentiality of the information.
    4. The Company shall review and monitor the security practices and control processes of the service provider on a regular basis and the Direct Selling Agent shall disclose any security breaches that may arise.
    5. The Parties acknowledge that they shall immediately notify RBI in the event of any breach of security and leakage of confidential customer related information.
    6. “Confidential Information" means all proprietary and confidential information or Personal Data of RupeeCircle, its Customer(s), clients personnel or suppliers whether commercial, financial, technical or otherwise (whether oral, in writing, machine readable or in any other form) and material (whether electronically recorded, in writing or otherwise) which by its nature is confidential and secret and which RupeeCircle desires to protect against unrestricted disclosure or competitive use or which is designated as such, including without limitation to Personal Data; information relating directly or indirectly to a member or partners of RupeeCircle’s business, including but not limited to details of trade secrets, know-how, strategies, ideas, operations, compliance information, processes, methodologies and practices; and
    7. Any materials written and prepared by RupeeCircle in relation to this Agreement of RupeeCircle’s business, including but not limited to computer programs, data, diagrams, charts, reports, specifications, sketches, inventions and working papers or similar materials of whatever nature or on whatever media relating thereto; and
    8. Any information resulting directly or indirectly from the discussions or negotiations relating to this Agreement and all copies, notes, records and all related information (in any form) generated by RupeeCircle based on or arising from any disclosures for this Agreement; and
    9. The terms of any agreement reached by the parties or proposed by either party (whether agreed or not) in connection with this Agreement.
    10. Confidential Information shall not include such information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Direct Selling Agent or its representatives, (ii) becomes available to the Direct Selling Agent on a non-confidential basis from a source other than the Company which is not prohibited from disclosing such information to the Direct Selling Agent by a legal, contractual or fiduciary obligation to us or any other person, or (iii) information which is independently developed by the Direct Selling Agent, as evidenced by written and dated records kept by the Direct Selling Agent in the ordinary course of business.
16. NON-SOLICITATION
    1. The Direct Selling Agent shall not solicit, employ, and / or absorb, either directly or indirectly, any of the employees or representative of RupeeCircle, during the subsistence of this Agreement and for a period of ____ years from the expiry or termination of this Agreement.
17. INDEMNITY
    1. Each Party shall, at all times at present and thereafter, defend, indemnify and hold harmless the other Party, its employees, officers, directors, agents, representatives from and against any and all liabilities, suits, claims, actions, proceedings, losses, damages, judgments and costs, of any nature whatsoever (including Attorney’s fees) (each, a “Claim”) caused due to non-compliance of the terms and conditions of this Agreement, breach of representation and warranties, beach of covenants, or noncompliance of any applicable laws and regulations, breach of the confidentiality obligations and infringement of third party intellectual property rights, damage to any third party’s property or body. This clause shall survive the expiry or termination of this Agreement.
18. LIMITATION OF LIABILITY
    1. Subject to the Company’s obligation to pay the fee to the Direct Selling Agent, either Party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the fee determined under the Agreement. To the extent it is lawful to exclude the following heads of loss and subject to the Company’s obligation to pay the fee, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. Nothing in this Clause will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.
19. NOTICES
    1. Any notice required or contemplated by this Agreement shall be in writing and shall be transmitted by postage prepaid, or by email, or by registered post with acknowledgement due or by a recognized courier services, to the other Party at the address set out in this Agreement.
    2. Either Party may, from time to time, change its address for correspondence of the notices provided for in this Agreement, by giving the other Party not less than 10 day’s prior written notice.
20. ENTIRE AGREEMENT
    1. This Agreement, along with the Annexure(s) shall constitute the complete Agreement between the Parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. The conflicting terms and conditions provided in any proposal or corresponding or subsequent document provided by Direct Selling Agent are hereby excluded from the purview of this Agreement and shall be effective only if agreed by RupeeCircle in writing.
21. WAIVER
    1. No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof and no waiver by any Party of any breach or non-fulfilment by any other Party of any provision of this Agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision hereof. No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
22. SEVERABILITY
    1. If at any time, any provision of this Agreement is or becomes, or is adjudicated by any Court of competent jurisdiction or public authority to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, this shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement.
23. ASSIGNMENT
    1. The Direct Selling Agent shall not have the right to assign in whole or in part any rights under this Agreement without the written consent of RupeeCircle.
24. FORCE MAJEURE
    1. No party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with, due to circumstances beyond the reasonable control of such party, including but not limited to, Government legislations, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of Government and / or shortages of materials, hacking, unanticipated technological or natural interference or intrusion, loss or damage to satellites, loss of satellite linkage or any other data communications linkage, loss of connectivity or any other irresistible force or compulsion.
    2. The Party claiming an event of force majeure shall promptly notify the other parties in writing and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other Party informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed.
25. DISPUTE RESOLUTION
    1. In the event that any disputes, differences, claims and questions whatsoever between the parties hereto arising out of or in connection with or incidental to or touching this Agreement or the construction or application thereof or any clauses or thing herein contained or in respect of any account and the duties, responsibilities and obligations of either party hereunder or as to any act or omission of any party or as to any other matter in anywise relating to these presents or the rights, duties and liabilities of either party under these presents shall, as far as possible, be amicably settled by mutual discussions.
    2. In the event the dispute remains unresolved, such differences or disputes shall be referred to and settled by Arbitration in accordance with the Indian Arbitration & Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The venue of the arbitration shall be at Mumbai. The language of the arbitration shall be English. The arbitration panel shall consist of a sole arbitrator. Each Party shall bear its own cost of arbitration.
26. GOVERNING LAW AND JURISDICTION
    1. This Agreement shall be governed by and construed in accordance with law prevalent in India. The Parties hereby agree that the Courts having jurisdiction in Mumbai shall have exclusive jurisdiction to hear and decide any suit, action or proceedings and to resolve any disputes, arising in connection with this Agreement and the Parties hereby submit to the jurisdiction of the Indian Courts.
27. MISCELLANEOUS
    1. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
    2. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
    3. Any matter not stated in this Agreement shall be dealt with in the manner as may be decided mutually by the Parties in writing.

IN WITNESS WHEREOF THE PARTIES OR THEIR AUTHORISED REPRESENTATIVES HAVE PUT THEIR RESPECTIVE HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED by the )
Within named Company M/s Fintelligence )
Data Science Private Limited )
of the One Part, through its authorised )
representative Mr. ______________________ )


SIGNED, SEALED AND DELIVERED by the )
Within named Direct Selling Agent of the )
Other Part, M/s. ______________________ )
through its authorised representative )
Mr. ______________________ )

Witness:

a) Name: ____________________________________
    Address: ____________________________________
    Signature: ____________________________________
b) Name: ____________________________________
    Address: ____________________________________
    Signature: ____________________________________

ANNEXURE I

The Direct Selling Agent agrees to provide the Services to the Company and the Company agrees to avail the Services provided by the Direct Selling Agent as listed hereinbelow:

Sr. No.	Scope of Work / Description	Completion Date

ANNEXURE II

Fee Structure

Pay-out will be paid based on:

RupeeCircle Loan rating

Grade of loan	Rate of Interest
A	12-14.99%
B	15-17.99%
C	18-20.99%
D	21-24.99%
E	25-29.99%
F	30-36%
Rejected

Overall volume in a month

Monthly Volume	Class
From 5 Lacs Upto 10 lacs	Silver
From 10 lacs Upto 25 lacs	Gold
25+ lacs	Platinum

For Approved loans, processing fees based of overall loan disbursed

Processing Fees
Grade	Silver	Gold	Platinum
A + B + C + D	2.00%	2.50%	3.00%
E + F	1.75%	2.25%	3.00%