Detailed Terms and Conditions for Power Partner
Ummeed Housing Finance Private Limited (hereinafter referred to as “the Company” or “HFC” or “UHFPL” or “Ummeed”) is a Private Limited Company incorporated under the provisions of the Companies Act, 2013 and registered as a Housing Finance Company (“HFC”) with the National Housing Bank (“NHB”).
This Code provided under this detailed terms and conditions for Power Partner document, has been formulated by the Company to the extent applicable, in line with the model code of conduct for direct selling agents of Housing Finance Companies as provided under the Master Direction - Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021, to ensure that Power Partner of the Company act and conduct in conformity with the laid down policies of the Company and procedures as set in this Code.
Definitions and Interpretations
“Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly control, are controlled by, or are under common control with, a Party.
“Business” means the business of marketing and sourcing business for the Home Loans, Business Loans and Loan against Property and other related products as defined by UHFPL.“Confidential Data/ Information” means all information or any combination or compilation of it, not generally available to the public and other non-public information furnished, disclosed or transmitted regardless of form, whether or not it is marked or designated as such, that is disclosed or made available by a party (“Disclosing Party”) to the other party (“Receiving Party”), directly or indirectly, whether orally or in any recorded medium or through any other means of communication or observation. The term confidential information may include but not limited to any proprietary and sensitive information or data related to Disclosing Party regarding its business, comprising or relating to its trade-secrets, know-how, techniques, schematics, software program, source code, object code, application, document, diagram, photograph, drawing, designs, contracts, business affairs, financial information or reports and forecasts, sales and marketing plans, business plans, strategic plans, identity and list of clients or prospective clients and employees including their Personal data or identifiable information (PII), identity and list suppliers, subcontractors, investors, pricing, service proposals, operations, methods of operations, strategies, inventions, methodologies, technologies, procedures, policies, products and/or services and this agreement and all documents and materials relating to it and to its negotiation and execution thereof.
However, the term Confidential Information, does not include any information that:
- was part of public domain at the time of disclosure or is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
- was in the Receiving Party or its Representatives possession prior to receipt from the Disclosing Party, provided the Receiving Party can demonstrate such possession;
- is received from a third party without breach of any obligation owed to the Disclosing Party;
- is independently developed by or on behalf of the Receiving Party without use of any Confidential Information disclosed under this agreement; or
- is required to be disclosed to a government agency or to a proper court of competent jurisdiction; provided, however, that Receiving Party and its Representatives shall provide Disclosing Party prompt prior written notice of such requirement, shall consult with and assist Disclosing Party in obtaining a protective order prior to such disclosure, and shall only disclose the portion of Confidential Information which it has been advised by written opinion of counsel that the information is legally required to be disclosed and shall use its best efforts to obtain assurance that confidential treatment will be accorded to such information if the protective order is not obtained or if Disclosing Party waives disclosure of such information.
“Personal Data or Identifiable Information (PII)” means data or information about any living natural person associated with the company (viz. staff, employee, customer or prospective customer, supplier, business partner etc.). Such PII may comprise of personal data, contact data, government provided identity, biometric data, educational data, family data, employment data, social data, financial data, legal and criminal conviction data etc.
“System” means the procedure/guidelines prescribed by the Company for the Power Partner for performing its obligations under the agreement.
The wording used in this Agreement is the wording chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against or in favor of any Party. Section headings are for convenience only, and do not limit or affect the provisions of this Agreement or their interpretation.
This code will apply to all persons involved in marketing and distribution of any loan or other financial product of the Company. The Power Partner and its employees/ representatives must agree to abide by this code prior to undertaking any direct marketing operation on behalf of the Company. Any employee or representative of Power Partner found to be violating this code shall be blacklisted and such action taken shall be reported to the Company from time to time by the Power Partner, and the company shall be freed to take all necessary action as per applicable laws. Failure to comply with this requirement may result in permanent termination of engagement with the Power Partner at the Company’s discretion.
This agreement shall come into force on access and acceptance of the detailed terms and conditions by the Power Partner on the Company’s reference portal available website/ mobile application or any other mode and shall continue for a period of 1 year thereof, unless extended by the Company for a further period upon mutually agreeable terms and conditions in writing or terminated earlier in accordance with the provisions of this agreement. This agreement if not renewed shall stand terminated on the date of expiry of the aforesaid period unless the term has been extended for further period(s) by mutual consent of the parties by giving one month in writing prior to the expiry hereof or earlier termination hereof as hereinafter provided.
Tele-calling a prospective customer
- A prospect is to be contacted for sourcing a product only under the following circumstances:
- When prospect has expressed a desire to acquire a housing loan/ financial product to the Power Partner or through the Company’s internet site/ call centre/ Branch or through the Relationship Manager at the Company or has been referred to by another prospect/ customer or is an existing customer who has given consent for accepting calls on other products of the Company.
- When the prospect’s name/ telephone no/ address is available & has been obtained, after taking his/ her consent. The employees/ representatives of the Power Partner should not call a person whose name/number is flagged in any “Do Not Disturb” list available as per the applicable regulatory/ statutory guidelines.
- The Power Partner will:
- Not engage telemarketers who do not have any valid registration certificate from Department of Telecommunication (DoT), Government of India.
- Furnish the list of telemarketers engaged by them if any, along with the registered telephone numbers being used by them for making telemarketing calls to TRAI.
- Contact a prospect for sourcing the Company’s product / service or the Company related product / service when a prospect has expressed desire to acquire loan or other financial product or services through the Company’s website / digital platforms including mobile applications / call centre / branch or through the relationship manager at the Company or has been referred to by another prospect / customer or is an existing customer of the Company who has given explicit consent in writing / digitally for accepting calls on other products / services of the Company.
When to contact a prospect on telephone
Power Partner, wherever engaged must introduce themselves and before calling must share their contact details through message or any other written mode including his/ her name, contact number, Power Partner they are employed with and the Company’s name they are representing.
Telephonic contact must normally be limited between 09:30 Hrs and 19:00 Hrs. However, it may be ensured that a prospect is contacted only when the call is not expected to inconvenience him/her. Calls earlier or later than the prescribed time period may be placed only when the prospect has expressly authorized Power Partner or its employees to do so either in writing or orally.
Residence/ Business/ Office address visit must normally be limited between 09:30 hours and 19:00 hours. Visit earlier or later than the prescribed time period may be made only when prospect has expressly authorized Power Partner or/and its employees/ representatives to do so either in writing or orally.
Can the prospect’s interest be discussed with anybody else?
Power Partner or/and its employees/ representatives should respect a prospect's privacy. The prospect's interest may normally be discussed only with the prospect and any other individual/family member such as prospect's accountant/ secretary/ spouse, authorized by the prospect.
Leaving messages and contacting persons other than the prospect
Calls must first be placed to the prospect. In the event the prospect is not available, a message may be left for him/her. The aim of the message should be to get the prospect to return the call or to check for a convenient me to call again. Ordinarily, such messages may be restricted to:
“Please leave a message that …………..(Power Partner) representing Company Private Limited called and requested to call back at ………………. (phone number)”. As a general rule, the message must indicate that the purpose of the call is regarding selling or distributing a product of an HFC.
No misleading statements/misrepresentations permitted
The Power Partner and/ or its employees/ representatives should not -
- Mislead the prospect on any service / product offered;
- Mislead the prospect about their business or organization’s name, or falsely represent themselves.
- Make any false / unauthorised commitment on behalf of the Company for any facility/service.
- No calls prior to 09:30 Hrs or post 19:00 Hrs unless specifically requested.
- No serial dialling
- No calling on lists unless list is cleared by team leader
- Identify yourself, your Company, and your principal
- Request permission to proceed
- If denied permission, apologize, and politely disconnect.
- State reason for your call
- Always offer to call back on landline if call is made to a cell number
- Never interrupt or argue
- To the extent possible, talk in the language which is most comfortable to the prospect
- Keep the conversation limited to business matters
- Check for understanding of “Most Important Terms and Conditions” by the customer if he plans to buy the product
- Reconfirm next call or next visit details
- Provide your telephone no, your supervisor's name or the Company’s relevant official’s contact details if asked for by the customer.
- Thank the customer for his/her time
- Customers who have expressed their lack of interest for the offering should not be called for the next 3 months with the same offer.
- Provide feedback to the Company on customers who have expressed their desire to be flagged “Do Not Disturb”.
- Never call or entertain calls from customers regarding products already sold.
- Advise them to contact the Customer Service Staff of the Company.
Gifts or bribes
The Power Partner and/ or its employees/ representatives must:
- not accept gifts from prospects or bribes of any kind. If Any employee/ representative offered a bribe or payment of any kind by a customer must report the offer to the company.
- not offer any gifts/ gratitude in cash or in kind to the prospect/ customer to solicit business.
- If it is reported to the company that the Power Partner and/ or its employees/ representatives have taken any bribes of any kind from a customer then in such case company will take necessary action against such Power Partner and/ or its employees/ representatives in accordance with the applicable policies and laws.
Precautions to be taken on visits/ contacts
The Power Partner and/ or its employees/ representatives should:
- Respect personal space — maintain adequate distance from the prospect.
- ensure that prospect/ customer is not visited within a period of 3 months of expression of lack of interest for the offering by him/ her.
- Not enter the prospect’s residence/office against his/her wishes;
- prospect’s/ customer’s residence/ business is visited by not more than one employee/ representative of Power Partner 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 should end the visit with a request for the prospect to call back.
- Provide his/her telephone number, supervisor’s name, or the Company’s concerned officials, if asked for by the customer.
- Limit discussions with the prospect to the business - Maintain a professional distance.
Other important aspects - Appearance & Dress Code
Power Partner or/and its employees/ representatives must be in proper formal attire while meeting up with prospect/ customer.
Handling of letters & other communication
Any communication sent to the prospect should be only in the mode and format approved by the Company.
Qualifications for Power Partner
While there is no specific qualification requirement for individuals, corporate entities depending upon the nature of the entity, shall ensure that the Power Partner must be an individual with 18 years of age or over and Citizen of India.
Empanelment of Power Partner
The Power Partner, who intends to be associated, affiliated, engaged or empanelled with the Company, shall do so, by downloading, installing, accessing or using the Power Partner App, and accepting the terms provided in the App, including the Code of Conduct along with detailed terms and conditions herein, and submitting the required details in the App.
Scope of Services [Scope of Work and Charges will vary depending upon the services offered]
The Power Partner shall ensure to:
- Promote Company’s housing finance products and such other financial products as may be launched by the Company in future.
- Power Partner shall run verification process to prevent fraud and assess the authenticity of the Customers.
- Power Partner shall make commercially reasonable efforts to provide accurate information based on its verification process.
- Power Partner shall ensure that the Product credit information provided by the Company shall be confidential in nature and shall further ensure to secure from any accidental/ deliberate unauthorised disclosure to any third party.
- Identify potential Borrowers on the basis of the eligibility criteria stipulated by the Company. It is agreed between the Parties that the eligibility criteria for different Products will be different and the same will be communicated by the Company to the Power Partner from time to time.
- Screen such potential Borrowers (including reviewing the necessary information such as proof of identification, financial background, income status, personal background, etc., as and whenever required by the Company or mandated under applicable laws.
- Perform risk assessment (basis agreed process) of the customers who are desirous of availing the financial products from the Company.
- Prepare a risk assessment report for each such potential Borrower wherever necessary.
- Follow the guidelines circulated from time to time by the regulatory as well as statutory authorities regarding the operation of this Agreement, as will be communicated to Power Partner by the Company.
- Facilitate communication with the Customers, collection of documents, compliance of the KYC process for Company including OSV certification in accordance with the rules as communicated from time to time by the Company including facilitation of verification of the Customers’ personal information/ data in accordance with Company policies and procedures as communicated to Power Partner from time to time.
- Process and submit Customers applications for the Loans to the designated branches of Company.
- Assist in enforcement of the agreements executed between Company and Borrowers, if necessary.
- Provide such other future service for the financial services on behalf of Company, duly authorised by the appropriate authorities of Company, as mutually agreed upon by the Parties from time to time.
- Where specifically requested by Company, assisting Company in all ancillary and incidental activities related to the aforesaid services.
- In case the Customer is willing to avail Financial Products offered by the Company, the Power Partner shall collect the documents, wherever required and as stipulated by Company from time to time, from the Customer for carrying out the processing of the Loan.
- Company shall provide access of Company’s customer reference portal under the website/ mobile application or any other mode to the Power Partner for enabling the Power Partner to input required Customer data as stipulated by Company from time to time, in the said reference portal to process the Loan and accordingly the Power Partner access the said portal and upload the status of customers reference.
- Once the reference data is completed on the said portal, company shall process the Loan and if required advise the Power Partner about the eligibility of the Customer to the Power partner.
- Thereafter, Company officials will contact the customer directly, whether they are eligible for the loan, and collect all documents including KYC documents, Income Documents, Loan documents including, security documents, ECS instruction Form other letters, documents, affidavits and undertaking as prescribed by the company from time to time, duly executed by the customer from the customer, following which the company will disburse the loan subject to compliance with the due processes and procedures listed in the policies of the company.
- The Power Partner shall use its own distribution network and resources to originate all the Loan products using the underwriting methodology or automated scorecard or proprietary processes of Company.
- Company shall provide necessary training to the Power Partner for origination of Loans with the help of Company’s employees, whenever required. The Company shall not be responsible if Power Partner does not follow the applicable laws, regulatory directions with regard to their employees, officers, associates, consultants.
- The Power Partner shall be responsible for verification of customer and will conduct the field investigation wherever necessary before referring to the Customer.
- Power Partner agrees that the detailed scope of work hereinabove mentioned and the process flow accepted by you shall be deemed to be part and parcel of this Agreement as if they were specifically incorporated herein and the Company shall have full right to amend or modify anytime without any notice.
Power Partner’s Representations and Warranties
The Power Partner hereby represents, warrants and confirms to the Company that the Power Partner -
- Has full capacity, power and authority to enter into this Agreement; and during the continuance of this Agreement, will continue to have full capacity, power and authority to act as Power Partner under this Agreement AND to carry out and perform all its duties and obligations as contemplated herein and has already taken and will continue to take necessary and further actions (including without limitation the obtaining of all Governmental and other necessary approvals/ consents in all applicable Jurisdictions, wherever required) to authorize ; the execution, delivery and performance of this Agreement.
- Has the necessary skills, knowledge, experience, expertise, capital, net worth, adequate and competent personnel, systems and procedures, infrastructure to duly perform its obligations in accordance with the terms of this Agreement and to the satisfaction of the Company.
- Has not and will not in violation of, breach any covenants, stipulations or conditions of any Agreement, Deed entered into by the Power Partner with any third party/ ies, decree or order to which it is a party or violation of any applicable laws due to execution, delivery and performance of this Agreement.
- Has complied and in compliance with all the law, rules, regulations, directions and authorizations issued by the Central, State and Local or regulatory authorities and taken all required licenses, registration, approvals and/or permission for performing under this agreement, including but not limited to those that pertain to labour laws of India, registration from Department of Telecommunication (DoT) as telemarketers.
- Has complied with all labour enactments, wherever applicable.
- Has adequate systems, safeguards and procedures in place to ensure protection of sensitive or confidential data or information of the Company and its existing or prospective customers.
- Has developed a contingency plan including disaster recovery tools and have tested the adequacy of these plans.
- Shall use reasonable diligence to promptly perform the Services under this agreement. All Services shall be provided in compliance with industry standards, applicable laws and in conformity of representation & warranties given herein this agreement.
- Shall not sub-contract or assign the Services under this agreement to any third party without prior written express consent from the Company.
- Shall implement and maintain the minimum level of controls in accordance with good industry standards or practices as necessary to reasonably protect the Sensitive / Confidential or Proprietary Data or Information of Company during receiving, storage, processing and transmission.
- Shall conduct reasonable background verification/ checks (including criminal background checks) of any personnel or third parties who will have access to Sensitive / Confidential or Proprietary Data or Information of Company and repeat the checks at appropriate and adequate intervals. Also, shall not employ or engage individuals convicted of a crime of dishonesty, breach of trust or money laundering.
- Shall only process the confidential information to the extent necessary to comply with its obligations under this Agreement save to the extent required by law and in accordance with the documented instructions of the Company, and the applicable data protection legislation and not for any other purpose at any time.
- Shall ensure that its affiliates that are engaged with the processing of confidential information, are under a contractual obligation to keep the Data/ Information confidential and adhere to the terms of this Agreement and the applicable data protection legislation.
- Shall undertake appropriate and prudent security measures and safeguards to protect privacy of personal data or information, if any received from Company during the course of fulfilment of its obligations under this agreement. The security measures, comprising of technical and organizational measures, shall be adequate and proportionate to the risks perceived for the personal data and shall continue to exist for the entire period for which the personal data or information is in custody / possession of Power Partner and will not be dependent of the term or duration of contract / agreement / engagement.
- Has read the Model Code of Conduct annexed with this agreement and has fully understood all the terms and conditions mentioned there in and declare that the Power Partner and its affiliates shall agree to abide by the said Code of conduct in letter and spirit.
- Will share all leads/ references in the format agreed or prescribed by the company.
- Is well aware of the requirements of the Company with regard to the services, as also the regulations of the Reserve Bank of India applicable to the Company in regard to the Company availing of services from Power Partner.
- Does not have any business relationship with the Company including its directors and officers which may result in any conflict of interest between Power Partner and the Company. On occurrence of any such event, Power Partner shall immediately inform the Company about the same.
- Has not been barred from providing the services as per this Agreement nor has been blacklisted by any Company, statutory or regulatory or investigative agencies in India or abroad
- Understands and acknowledges that there are inherent risks involved in sending the instructions/communications/documents to the Company via emails and hereby agree and confirm that all risks shall be fully borne by them and they assume full responsibility for the same. They will not hold the Company liable for any losses or damages including legal fees arising owing to any miscommunication or technological error beyond the control of the Company. Company shall not be responsible to ensure the authenticity, validity, or source of any instructions/documents and shall not be liable if any instructions/documents turned out to be unauthorized, erroneous, or fraudulent.
Obligations of Power Partner
The Power Partner agrees and undertakes that the Power Partner shall during the continuance of this agreement:
- Ensure that adequate infrastructure and financial resources are available to the Power Partner by way of working capital and otherwise to ensure that the Power Partner is able to fulfill all the obligations herein contained.
- Operate its activity of proving references of customers strictly in accordance with the terms stipulated in this Agreement and codes/ instructions/ guidelines / policies/ procedures/ processes prescribed by the Company, from time to time and to conform in all respects and all times the instructions, procedures, processes, guidelines laid down from time to time by the Company and Code of Conduct as framed by the Company and annexed with this agreement, for the purpose of marketing of the Products, and sourcing; and improving and increasing the market potentiality of the Products.
- Immediately notify the Company in writing if any of its affiliates has committed any act amounting to fraud or moral turpitude or has been arrested by the police or against whom any complaint has been filed in a police station or has been removed from its affiliation or committed any act affecting the integrity of the person.
- Ensure courteous service and maintain the service standard as laid down by the Company.
- Ensure that he/ she and its Affiliates shall at all times conduct themselves within the parameters of all applicable laws and shall not commit or permit the commission of any offence; and in the event of any offence being committed that Power Partner and the person committing the offence shall be liable for all consequences thereof ; and the Company shall not be directly or vicariously liable and for such act the Power Partner shall adequately compensate the Company with an amount not less than the actual damages to the Company.
- Obtain all license/ permission/ authorization wherever required under all the applicable laws and keep the same valid by renewing it from time to time as required under the said Acts.
- Maintain all the records required to be maintained under the various Laws and enactments including those pertaining to the Labour Laws and other laws of the country as may be applicable.
- Use only such display materials, promotional literature, equipment and other items in connection with its activities as shall be approved in writing by the Company and to immediately desist from the use of display of and signs materials or objects, if the Company so directs.
- Maintain the interior and exterior of the Premises and all parts thereof, and provide ample space in its premises to the satisfaction of the Company for branding activity and to ensure that any requirements of the Company in this regard are fulfilled.
- Do such activities during the term of this Agreement on such days and between such hours, as the Company shall specify.
- Permit the Company and its representatives to enter the Premises as and when required for the limited purposes of ascertaining whether the provisions of this Agreement are being complied with. The Power Partner will arrange and provide any or all information or data as may be required by the Company for the purposes of monitoring and assessment of services provided / activities carried on by them. On assessment, should the Company require Power Partner to implement any requirements of the Company or to take any necessary corrective measures in respect of their activities as per this agreement, the Power Partner will implement such requirements and take such corrective measures, immediately within a reasonable timeline.
- All complaints if any received from the Applicants/ prospective Customer(s) regarding the Power Partner shall be immediately communicated to the Company and the same shall be jointly discussed by the Power Partner and the Company and resolved in accordance with the grievance redressal mechanism of the company. In case of any dispute/ difference between the Power Partner and the Company, the decision of the Company shall be final and binding on Power Partner.
- Ensure that wherever Power Partners s are carrying out any activity that can be considered as activities of telemarketers, Power Partners s register themselves as telemarketers with the Department of Telecom and submit a list of telephone numbers being used by them for making telemarketing calls to the Company.
Restrictions on the Power Partners s
- Unless otherwise agreed to or allowed by the Company, the Power Partners s shall:
- Not use the name or corporate logo of the Company or any part thereof except as authorized by the Company in writing.
- Not do or omit to do any act or thing which may in the sole opinion of the Company bring the name of the Company or the Corporate logo of the Company into disrepute or which may in the sole opinion of the Company damage or conflict with the interests of the Company.
- Not to use or publish any advertisements, signs, directory entries or other forms of publicity whether or not relating in whole or in part to the Business or display the same on or at the Premises unless the same shall have first been submitted to and approved by the Company.
- National Do Not Call (NDNC) Registry – Power Partners s shall not to make any call (Telephonic or otherwise) on any customer or potential customer without having searched the telephone/ mobile number through the NDNC registry and while contacting a prospect on telephone shall follow the all the relevant provisions of Model Code of Conduct as prescribed by the Company. In the event of any such violation the Company would not be responsible for the cascading consequences if any.
- Not to receive money in any form including by way of commission or brokerage or EMI from any customer or borrower of the Company or from any third party for sourcing business or allow his judgment to be based on any extraneous thing other than the qualitative facts.
- Communicate with the prospect only in the mode and format approved by the Company.
- The Power Partners s and its affiliates shall not accept gifts or bribes of any kind from prospects/ customers. Further, if employees/ representatives of the Power Partners s are offered a bribe or payment of any kind by the prospect/ customer, it must be reported to the Company.
Advertising and Sales Promotion
- The Power Partners s can undertake, with the consent of the Company, the responsibility of advertising in the area of his operation for the purpose of this agreement.
- The Company may, at its sole discretion, carry out a special program through advertisements or other such mode for the benefit of the Power Partners s.
- The Company may make available to the Power Partners s advertising materials including posters, leaflets, displays, flyers, stickers, signs, cards and notices and the Power Partners s shall at its own expense prominently display, maintain and distribute the same as the case may be. However, if any additional advertising material is required by the Power Partners s, the Company shall supply the same at the cost price.
- The Power Partners s shall co-operate with the Company and other Power Partners s of the Company in any special advertising or sales promotions or other special activity and will engage in other promotional advertising activities as the Company may direct.
- In case of any advertising campaign conducted by the Power Partners s and the Company jointly all expenses shall be shared as mutually agreed.
Training for Quality and Performance Standard
The Company may in such form and manner as deem fit assist Power Partner to enhance its quality, professional effectiveness, and performance standard. The Company may provide ongoing training to Power Partner in such areas as it may deem necessary including salesmanship and communication.
- Pay-out terms and the mode of payment shall be indicated to the Power Partners s from time to time.
- No pay-out to the Power Partners s will be made in cash and/or in kind by way of special prizes as per the schemes running by the company from time to time. All monetary incentives will be made only by way of direct credit to Power Partners s’ bank account after making the statutory deductions, if any. The Company shall also have the right to set off, deduct and recover from the fees or any other amount payable to the Power Partners s, any and all amounts which may be or become payable or which the Power Partners s is liable to pay to the Company under this Agreement on any other account whatsoever.
- The Power Partners s shall immediately reimburse any amount which has been paid by accident or which is not rightfully deserved to the Power Partners s; in the event of any delay in reimbursing the amount the Power Partners s shall be liable to pay interest @24% p.a. on the said amount.
- In the event of a case getting cancelled due to any reason whatsoever, the Power Partners s would not be entitled for any payout in that case and if such a payout has been received by the Power Partners s, the Power Partners s agrees and undertakes to fortify/ repay the same to the Company. Should the Power Partners s not repay the money, the Company shall be entitled to deduct the payout so made from any other dues of the Power Partners s.
- The pay-out will be calculated monthly (calendar month), and the Company shall endeavour to make the payment towards fees and other charges to the Power Partners s within the monthly cycle [30 days of month end (last date of the calendar month)] once the Disbursal cheque has been cleared.
- In the Event of termination of this Agreement for any act of the Power Partners s which is a breach of this Agreement or Power Partners s becoming insolvent, by the Company, the fees which are due and payable for the business done by the Power Partners s prior to the termination shall be paid at the sole discretion of the Company.
Taxes, Impost, Levies And Other Legal Costs
- The Power Partners s agree that all Central, State and local taxes, impost, levies, cess whether statutory or governmental and or otherwise either imposed or levied or chargeable by reason of the services provided/ rendered by it in performance of its obligations under this agreement and/ or any payment due under this agreement from the Company including but not limited to any legal cost, expenses, damages and or other monies suffered and or incurred shall be exclusively borne and paid by the Power Partners s without claiming any reimbursement whatsoever from the Company. However, nothing contained herein shall prevent the Company from deducting tax at source as required under law or regulation.
- The Power Partners s shall adhere to the provisions of GST to the extent applicable on them, and any loss to Company on account of non-compliance by Power Partners s shall be borne by Power Partners s alone.
Accounts, Records & Audit
- The Power Partners s shall maintain accurate books, records, information and statements of all of its activities and expenses under this agreement and submit the same in the manner specified by the Company as and when required to do so. The Power Partners s shall furnish to the Company its financials and other records as and when required by the Company within 15 days of request being made by the Company.
- The Power Partners s shall forthwith upon being required by the Company allow the Company or any of its authorized representatives to inspect, audit for the purpose of accounts, service and management and take copies of any books, records, information, and statements maintained by the Power Partners s which are directly or indirectly connected with the obligations of the Power Partners s under this agreement.
- The Company reserves the right to audit Power Partners s’s activities with regard to the services provided / activities carried out under this agreement at the expense of the Company, provided such audit shall be conducted in the express presence of the authorized representative of the Company or with the express written consent of the Company, in the absence of such authorized representative. Any such audit shall be conducted during regular business hours at Power Partners s’ business premises or any other place where the Company requires. The Power Partners s shall retain and provide access to Company, and its Auditors (internal or external) on a reasonable prior notice, to all books, records, statement and information relevant to Power Partners s’ activities with regard to this agreement; and Power Partners s shall allow RBI or NHB or any regulatory authority of the Company on a reasonable prior notice, to access all documents, books, records, statement and information relevant to Power Partners s’ activities with regard to the services provided under this agreement and records of the changes that have been made to the data / information stored by Power Partners s on behalf of the Company.
- The Power Partners s shall preserve all relevant information or documents as mentioned in clauses above, as required by law.
- The Power Partners s shall also co-operate in good faith with the Company to correct any practices, which are found to be deficient as a result of any such audit within a reasonable time after receipt of the report of the Company. However, upon discovery of any discrepancies or underpayment, the Power Partners s shall reimburse the Company for such discrepancies or overcharges.
Power Partner hereby consents for the disclosure of all information, data and/or document in any form and manner relating to Power Partner and/or Company under the Agreement, to any employee of authorised representative of NHB/RBI and such employee or authorised representative shall be having right to access all such information, data and/or document in any form and manner relating to Power Partner and/or Company under the Agreement. Power Partner undertakes to provide cooperation to all such employee and/or representative of NHB/RBI while accessing such record.
Relationship between the Company and the Power Partners s
- Notwithstanding anything contained in any law for the time being in force, the terms Power Partners s shall have the connotation as implied in this agreement and it is clarified that this Agreement is on a Principal-to-Principal basis and does not create and shall not be deemed to create any employer-employee and/ or agency relationship between the Company and the Power Partners s and its affiliates. The Power Partners s and its affiliates shall not be entitled to, by act, word, deed or otherwise, make any statement on behalf of the Company or in any manner bind the Company or hold out or represent that the Power Partners s and its affiliates is representing or acting as agent of the Company, expect as provided and permitted in this Agreement. The activities of the Power Partners s and its affiliates shall not be construed to be the Company’s activities. Save and except as may be expressly permitted by the Company, the Power Partners s and its affiliates shall not be at any time use the name/ logo of the Company in any sales or marketing publication or advertisement, or in any other manner without prior written consent of the Company.
- It is expressly agreed and understood between the parties hereto that this agreement is on non- exclusive basis and the Power Partners s do not have any exclusive right to provide the said services set out in this agreement to the Company and that the Company is free to engage as many Power Partners s, whether similar or otherwise, to provide such services and do activities consequently enter into agreements with any other person, firm, organization, as may be deemed fit by the Company. The Power Partners s shall also be at liberty to secure assignments from any other body corporate or bank/ financial institution.
- Without prejudice to any other remedies available under this agreement or under the common law, the Company may terminate this agreement forthwith for any reason whatsoever by serving a written notice to the Power Partners s.
- The Power Partners s may terminate this agreement by giving a prior notice, provided that all the obligations, liabilities and charges of the Power Partners s to the Company, outstanding on the date of termination of the Agreement shall survive the termination thereof until discharge thereof in terms of the Agreement.
Events of Termination
On the occurrence of any of the events specified below, the Company shall be entitled (without prejudice to any other rights or remedies which the Company may have under these presents or otherwise in law), to terminate this agreement as provided in this agreement at any time after the occurrence of such event.
- If the Power Partner fails or neglects to observe or commits or allows to be committed any breach of the terms, conditions, provisions or stipulations of this Agreement on its part to be performed and if such breach is remediable, fails to remedy such breach required to be remedied.
- If any of the representations or warranties made by the Power Partner are found to be false or wrong.
- If the Power Partner does or suffers any act or thing or omits to do or suffers to be done any act, thing, deed or matter whereof in the consequence of which the Business of the Company may be or is likely to suffer.
- If the Power Partner by its act or omission to the Company reasonable ground to consider that its rights may be prejudiced or jeopardized.
- If at any time it is found or observed that the Power Partner or any of its Affiliates have collected for and on behalf of the Company, any amount from the customer either as Initial amount, EMIs, Management fee and any other monies of similar nature.
- If due to any act of the Power Partner, whether directly or indirectly, a loss occurs to the Company and the Power Partner has not made good the loss suffered by the Company within a period of 7 working days from such demand.
- The Power Partner or any of its Affiliates found engaged in fraud or other illegal or unethical activities, or in any activities which the Company, in its reasonable judgment, believes could adversely affect the reputation of the Company.
- If a Receiver is appointed to take possession of business or assets of the Power Partner.
- The Company’s right to terminate this Agreement as above, shall be in addition to any other rights or remedies that the Company may have under this Agreement, and at law or in equity, as a result of the breach of this Agreement by the Power Partner.
Consequences of Termination
- Upon the termination or expiration of this Agreement for any reason, the Power Partner shall:
- Immediately cease to operate as the Power Partner and not to thereafter hold itself out in any way as the Power Partner of the Company and refrain from any action that would or may indicate any relationship between them and the Company.
- Immediately cease to use in any manner whatsoever name of the Company and the corporate logo of the Company.
- Return to the Company forthwith or otherwise dispose of or destroy as the Company shall direct all signs, advertising materials, stationary, invoices, forms, specifications, designs, records, data, samples, models, programs and drawings pertaining to or concerning the Business or the System or bearing any of the corporate logo of the Company.
- Remove forthwith or permanently cover all signs or advertisements identifiable in any way with the Company and in event of failure to do so promptly, to permit the authorized agents of the Company to enter the premises for such purpose.
- Do all such acts and things and execute all such documents as the Company shall require, in particular but without limitation of cessation of this Agreement.
- The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the parties and any provision hereof and shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.
- This termination by the Company shall in no way adversely affect its rights to bring appropriate action to recover damages or assets belonging to the Company in possession of the Power Partner or to set off any assets, any claim or any amounts owing by the Company to the Power Partner or in custody of the Company, as the case may be.
No Warranties without Authority
- The Power Partner and any of its affiliates shall make no statement, representation or claim and shall give no warranty to any person in respect of the products of the Company save as may be specifically authorized in writing by the Company. The Power Partner will not offer any gifts/ gratitude in cash or in kind to the prospect/ customer to solicit business. Any such unauthorized offerings or statements by Power Partner or by its Affiliates to the prospect/ customer shall be a breach of this Agreement.
- Any representations or warranties by the Power Partner and any of its affiliates (whether or not under a contract for service) that the personnel are being engaged or employed by the Company shall be a breach of this Agreement and entirely without the authority of the Company.
- In the course of performing this agreement, all Confidential Information which may be come under possession of the Power Partner and any of its affiliates shall be treated as absolutely confidential and the Power Partner irrevocably agrees and undertakes and ensures that the Power Partner and any of its affiliates shall at all times keep the same secret and confidential and not disclose the same, in whole or in part to any person without the prior written permission of the Company nor shall use or allowed to be used any information that as may be necessary for the due performance of the Power Partner ’s obligation hereunder.
- The Power Partner hereby specifically agrees to indemnify and keep the Company indemnified safe and harmless at all times against all or any consequences arising out of any breach of this undertaking by the Power Partner and/ or its Affiliates and shall immediately reimburse and pay to the Company on demand all damages, loss, costs, expenses or any charges that the Company may suffer, incur or pay in connection therewith.
- The Power Partner agrees to:
- Take all necessary action to protect the confidential information against misuse, loss, destruction, deletion and/ or alteration.
- Nor to misuse or permit misuse directly or indirectly, commercially exploit the confidential information for economic or other benefit.
- Not to make or retain any copies or record of any confidential information submitted by the Company other than as may be required for the performance of the Direct Selling Agent’s obligation under this Agreement.
- Notify the Company promptly of any unauthorized or improper use or disclosure of the information.
- Return all the information which is in the custody of the Power Partner at the end of the specific assignment.
- All the indemnities shall survive the termination or expiry of this Agreement.
- The Power Partner hereby unconditionally agrees and undertakes that it shall not and that its affiliates shall not disclose or publish the terms and conditions of this agreement or disclose the information submitted by the Company under this agreement to any third party unless such disclosure is required by law or for the purpose of any performing the Power Partner ’s obligations under this agreement.
- In the event the Power Partner is directed by a court order or any other regulatory and/ or administrative authority to disclose any confidential information, the Power Partner shall intimate the Company within 2 (two) calendar days from the date of receipt of such direction. Such intimation shall be accompanied by copy of the court order or any direction from the regulatory and/ or administrative authority. The Power Partner shall give an opportunity to the Company for a period of three days to move the appropriate Court in appeal to obtain a stay order if the Company so desires.
Indemnity by the Power Partner
The Power Partner hereby and undertakes to fully and effectively indemnify and keep indemnified the Company before as well as after the expiry or termination hereof against:
- All losses, misappropriations, misuse or damage of or to the documents of any other security instructions which if in possession of the Power Partner or within the control of Power Partner or its affiliates.
- Any or all claims, liabilities, damages, losses, costs, charges, expenses, proceedings and actions of any nature whatsoever made or instituted against the Company and/ or any customer directly or indirectly by reason of any wrongful, incorrect, dishonest, criminal, fraudulent, or negligent work, misfeasance, disregard or duties by the Power Partner or its affiliates; and / or any theft, robbery, fraud or wrongful act or omission by the Power Partner or its affiliates; and /or any breach of any of the provisions of this agreement or any of the Annexure by the Power Partner or its affiliates; and/or any loss or damage caused to the Company or its customer for any default or mistake or error or commission of any act which is not authorized or done in accordance with or error or commission of any act which is not authorized or done in accordance with the procedures laid down by the Company; and/or any loss due to unauthorised handling the amount paid by the customers to the Company.
- The Company shall have no liability whatsoever for any injury to the Power Partner or its affiliates in the course of performance of the Power Partner or its affiliates obligations under this agreement.
- Notwithstanding anything stated anywhere in this agreement Power Partner shall be liable for any claims, losses, damages, costs, charges, expenses on account of incorrect information provided by the Power Partner.
- Notwithstanding anything contained in this agreement or any other documents executed or to be executed between the parties, all indemnities shall survive expiry or termination of this agreement and the Power Partner shall continue to be liable under the indemnities.
- The Power Partner shall ensure that on termination of services of any personnel or in the event of discontinuance of service of any person engaged by the Power Partner , the Power Partner shall withdraw all the authorization given to such personnel and ensure that on termination or discontinuance of service due caution is exercised to ensure that under no circumstances the ex-personnel represent Power Partner , the Power Partner agrees to indemnify the Company against any loss, damage suffered by the Company for any act of their ex-personnel.
Third Party Liability
The Power Partner specifically agrees that for any act of the Power Partner, no claim shall lie against the Company from any third party and the Company shall not be held liable in any circumstances for the acts of the Power Partner. All claims of third parties shall be defended by the Power Partner and the Company shall be kept indemnified against all claims, losses, damages, charges etc.
Assignment and Sub- Contracting
- The Power Partner shall itself perform its obligations under this agreement and shall not assign, transfer or sub-contract any or all of its rights, benefits and obligations under this Agreement in any circumstances.
- The Company may at any time assign or transfer all or any of its rights, benefits and obligations to any one or more companies or other financial institutions including in terms of an amalgamation, merger, joint venture or reconstitutions within the group of the Company or with any other multi-national Company or such other institution, all or any part of the Company's rights and benefits under this Agreement and in that event the assignee/ transferee shall have the same rights against the Power Partner , as the Company has in terms of this Agreement.
Any notice under this agreement shall be in writing and shall be addressed to the Company at its corporate office address mentioned hereinabove. Any notice shall be sent by registered post to the Company at the address mentioned above.
Any dispute or difference arising out of this agreement or out of any act committed as a consequence of this agreement, the parties shall firstly try and settle the same amicably amongst themselves. However, should there be no settlement, the same shall be referred to the Arbitration of a sole Arbitrator to be appointed by the Company. The arbitration proceedings shall be conducted in accordance with the Provisions of the Arbitration and Conciliation Act 1996 and or any statutory amendments thereof. The proceedings shall be conducted in English at Gurgaon.
It is agreed by the Power Partner that the courts of Delhi NCR shall have the exclusive jurisdiction in respect of any matter, claim or dispute arising out of or in any way relating to this agreement.
Any omission or delay on the part of any of the parties in requiring the due performance of their obligations under this Agreement shall not be deemed to constitute a waiver by such Party of any of its rights to require such due and punctual performance.
This Agreement can be amended, altered, or modified by the company by updating its version on the website/ mobile application for Power Partner.