This Service Agreement (“Agreement”) between you (“Consultant” and/or “You”) and BS FINTECH PRIVATE LIMITED., a company incorporated in India under the provisions of the Companies Act 2013, having its registered office at Municipal No. #201, First Floor, Smart Square Complex, 100 Feet Road, Indira Nagar 2nd Stage, Bangalore-560038 (CIN) U72900KA2021PTC151652 (“Banksathi” and/or “Client”).

The terms “Banksathi” and “Consultant” shall be individually referred to as “Party” and collectively as “Parties”, as the context may require. 

Whereas:

1.Client is a fintech company and hosts a mobile application in the name and style of Banksathi (“Application”). The Application is a platform for individuals using the Application to act as sellers/advisors affiliated to the Client to market and sell the financial products of financial institutions or organisations who are clients/customers of the Client (“Financial Institutions”).


2.The Consultant is engaged in promoting and marketing of financial products (including but not limited to loans, insurance, investments) to retail customers.


  1. The Consultant has agreed to provide such services to the Client on a non-exclusive basis in accordance with the terms and conditions hereinafter specified.


 

By accepting these terms, installing, or using the Application on any Device to promote, market or sell the FIPS, You agree to be bound by this Agreement.

Definition

“Account” means the unique arrangement between You and Banksathi under which (i) You use or permit the use of the Application; (ii) all transactions and Content associated with your use of the Application is recorded;

“Content” means any data, code, content, images or other materials of any type that You upload, process, submit or present to the Retail Investors or on the Application;

“Device” means a computer system, mobile or tablet or any compatible device through which the Application can be accessed or used;

“Login Credentials” means the login id and the password issued by Banksathi for You.

“Banksathi Material” means any brochures, training materials, documents, shared by Banksathi with You;

“Report” means the report, data generated by You using the relevant functionality(ies) of the Application;

1.Registration

1.1In order to access certain products, you may be required to sign up for an account, and select a password and user name. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your user name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Banksathi may verify your email address and or mobile number before your account can be used.

1.2You agree to provide truthful, complete and correct information when you register on the Application and you are required to keep such information updated from time to time. You must take due care to protect your username and password against misuse by others and promptly notify Banksathi about any misuse that may occur. 

2.Term:-

Unless terminated earlier in accordance with the termination clause contained herein, this Agreement shall be effective from the date that you accept this Agreement and continue to be valid until terminated by either Party (“Term”). .


3. Services:-


During the Term of this Agreement the Consultant shall assist Client in providing sales and marketing services to the Financial Institution by marketing the products/services of the Financial Institution (“FIPS”) to individuals (“Retail Investors” or “Prospective Leads”) and refer prospective leads to the Client/Financial Institutions/or such other entity as maybe directed by the Clientthe details of the services are described in Annexure A of this Agreement (hereinafter referred to as “Services”) 

 

4.Service Fee:-


Subject to the due performance of the Services by the Consultant and in full consideration of the Services provided by Consultant. The Client will pay the Consultant such service charges (“Service Fee”) (and at such payment terms) as described in Annexure A of this Agreement. All payment shall be inclusive of applicable taxes and will be paid after deducting TDS.


5.Representations and Warranties:-


a.Each Party hereby represents to the other that they have been duly incorporated /organized/registered under the applicable laws and has full legal right and authority to be engaged in their respective businesses, to enter into this Agreement and that the Parties and their authorized signatories who have executed this Agreement have full authority and are duly authorized to execute this Agreement and to bind the Parties to perform their obligations as herein contemplated; and that neither the performance of the obligations or execution of this Agreement will violate or be in violation of any applicable laws. Consultant represents to the Client that the Consultant is a resident of India person of sound mind, above the age of 18 years and has the capacity to contract in accordance with the Indian Contract Act 1872. Consultant represents that his/her KYC documents provided to the Client or uploaded on the Application are true, accurate and updated.


b.By agreeing to this Agreement, You are allowing Banksathi to send you the promotional and transactional communications via SMS and Whatsapp services.


c.Consultant hereby represents and warrants that he/she shall not promote or market the FIPS in a manner that misguides the Retail Investors.


d.The Consultant represents and warrants that he/she shall not provide false, unauthorized or exaggerated information including but not limited to information about the FIPS, the Client, the Financial Institution and/or the Consultant’s relationship with the Client or Financial Institution.


e.The Consultant hereby represents and warrants that he/she shall not solicit the Prospective Leads to invest or subscribe or purchase the FIPs through coercion including but not limited to threats, inducements etc. The Consultant represents and warrants that he/she shall not be entitled to collect any money on behalf of the Client or Financial Institutions from the Prospective Lead and the Consultant shall at all points in time ensure that he/she does not directly or indirectly demand or accept money, commissions, kickbacks from the Retail Investors or Prospective Lead.


f.Consultant represents that there are no litigations pending or threatened (judicial, regulatory, or otherwise) that would or might prevent or adversely interfere with the performance of obligations under this Agreement.


g.Consultant represents that he/she shall adhere to all the company policies of the Client, procedures and laws that are applicable and amended from time to time and ensure that he/she shall strictly perform his/her obligations only in accordance with and to the extent of authorization by the Client.


h.Consultant represents that he/she shall not use any products (or content that infringes any third-party intellectual property rights. In the event, the Consultant uses any third-party products for the performance of Services under this Agreement the same shall be done after procuring the necessary licenses from a such third party at Consultant’s own cost and after obtaining prior written consent from the Client for the same.


i.Consultant represents that he/she has obtained the necessary training and has the necessary skill and experience to provide the Services.


j.Consultant represents that he/she shall not access, use, or respond to requests or messages publish content on Client’s social media handles or on behalf of the Client, without obtaining the prior written authorization of the Client or in excess of authorization granted by Client.


k.The Consultant represents that he/she is not prohibited by contract or otherwise by any third party to enter into this Agreement.


l.Consultant shall provide the services in a professional and timely manner in accordance with Client’s specifications and in conformity with best industrial standards.


m.Consultant represents, agrees, and acknowledges that time is of the essence in this Agreement.


6.Confidential Information and Non-Disclosure


6.1The Parties acknowledge that during the Term it may be necessary for the Client to disclose orally, in writing or in any other tangible or intangible form, technical or business information which shall be considered as Confidential Information of the Client (“Confidential Information”) and such Confidential information shall include but not be limited to this Agreement and terms mentioned herein, payment information, payment terms, information about the Financial Institutions, non-public information about the FIPS or information that Consultant is not authorized to disclose about the FIPs, clients employees/customers/clients/consultants/contractors and their salary/compensation/benefit details, financial information, business plans, business model, revenue details, plans & projections, vendor details, customer details, partner or associate details, software and/or source code used or developed or being/to be developed by Client, technical information, information about the Retail Investors and collected from or ascertained by Consultant about Prospective Leads including but not limited to personal and sensitive information of the Retail Investors or Prospective Leads (including but no limited to contact details, age, health, financial information, KYC documents (Aadhar card, pan cards, bank details) etc.) All information derived from the Confidential Information is also to be considered as Client Confidential Information for the purposes of this Agreement. All Confidential Information is deemed to be highly confidential. Consultant agrees not to disclose any Confidential Information to any third party (without the prior express written consent of the authorized signatory of the Client and not to use the Confidential Information for any purpose other than for the performance of the Services agreed in this Agreement. These restrictions upon disclosure and use of Confidential Information shall continue for five (5) years after expiration or termination of the Agreement. Unless instructed by the Client, the Consultant shall not request, obtain or accept personal and sensitive information from the Retail Investors or Prospective Leads and in the event such information is required to be collected by the Consultant as per the instructions of the Client then all such information shall be strictly limited and used only for the purpose of providing the Services.


7.Indemnity


The Consultant shall at all times indemnify and keep indemnified the Client, as the case may be, against all losses, damages, claims, interests, costs, expenses, liabilities, proceedings and demands which the Client may suffer or incur or which may be made against the Client as a result of any acts or omissions or misrepresentation by the Consultant including but not limited to the breach of this Agreement, Terms of Use, Privacy Policy or any company policies of Client, representations, and warranties by the Consultant or misconduct by the Consultant or breach of third-party intellectual property rights and any unauthorised disclosure or use of the Confidential Information by the Consultant or any person related to the Consultant that may have access to such Confidential Information through the Consultant.


8.Termination


8.1Client may forthwith terminate this Agreement without assigning any reason by providing the Service Provider with prior written (through mail/courier/email/notification on the Application at the discretion of the Client) notice of one day about its decision to terminate this Agreement. Consultant shall not be entitled to any early termination fee if the termination is in accordance with this clause.


8.2This Agreement may be terminated immediately and without liability upon the occurrence of the following events:


(a)Upon expiry of the term of this Agreement (including any mutual extension thereof).

(b)In the event that either party is adjudged bankrupt or makes a general assignment for the benefit of its creditor, or if a receiver is appointed.

(c)In the event any Party defaults in the performance of any obligation specified in this Agreement, the non-defaulting party may notify the other party hereof in the Application and, if such default is not remedied within two (2) days from the date of such notice the non-defaulting party shall have the right to terminate this Agreement immediately without further liability.

(d)Client shall be entitled to forthwith terminate this Agreement (without prejudice to other remedies available to the Client) if Consultant commits a breach of any of the representations and warranties or commits a material breach of this Agreement or breach of code of conduct

(e)Client shall be entitled to forthwith terminate this Agreement if the performance of Consultant’s obligations becomes impossible or prohibited by law, order or regulation.

(f)Client shall be entitled to forthwith terminate this Agreement if Consultant breaches its confidentiality obligations in protecting the client’s Confidential Information.

(g) In all cases of termination the Consultant shall (at the sole discretion of the Client) be entitled to payment only for the Service provided until the date of termination which shall be computed in accordance with the terms of this Agreement and subject to applicable deductions.

8.3.Termination shall not relieve either party from any rights, liabilities or obligations that they may have accrued under the law or terms of this Agreement prior to termination;

8.4.Upon termination of this Agreement (except to the extent the Services have already commenced and are in process), Consultant shall cease to use all the information of Client and Confidential Information and Consultant shall forthwith promptly return or at the instruction of Client destroy all materials, information (including but not limited to passwords, log-in IDs) and return data to the Client within seven (7) days and if the necessary shall certify the same to Client in writing. 

9.Force Majeure

Neither Party shall be held responsible for delays/ non-adherence to the terms of this Agreement, resulting from acts/reasons recognised and proved to be beyond their control due to reasons including natural calamity, and Act of God, the enactment of any Act of Parliament or the act of any other statutory or judicial authority. However, both Parties shall endeavour to minimize the negative effects caused by such acts/reasons. When one party’s ability to meet its obligations under this Agreement is likely to be adversely affected by act/reasons beyond its control, it must immediately notify the other Party of the circumstance and must provide its best estimate of the extent and duration of such an adverse effect. It is incumbent upon the two Parties to exercise the principles of ‘good faith’, ‘trust’ and ‘commitment’ whilst fulfilling its obligations at all times. A Party breaching this Agreement is not liable to the other Party for a delay or for failure to perform an obligation resulting from a Force Majeure Event, provided it has informed the other Party about the Force Majeure event in writing.

10.Assignment:


The Consultant shall not assign, delegate, subcontract and subrogate, directly or indirectly or to part with his/her rights and obligations under this Agreement to any third party without obtaining prior written consent from the Client.


11.No Disparagement:- 

During and after the Term of this Agreement, the Consultant shall not disparage or denigrate or make or do or publish any such content that is defamatory in nature or that may result in directly or indirectly maligning of the Client, the FIPS, the Client’s products or services, the Application, the Financial Institution, the Client or the Client’s representatives or its customers or contractors.

12. Governing Law:

This Agreement and the obligations of the Parties shall be governed by and construed in accordance with the laws of India.

 13. Dispute Resolution:

Any dispute or controversy arising out of or in connection with this Agreement including any question regarding its existence, validity or termination which cannot be settled amicably by and between the Parties, may be referred by the Parties to be settled by Arbitration and in accordance with Arbitration & Conciliation Act, 1996 for the time being in force which rules are deemed to be incorporated by reference to this clause. The arbitral tribunal shall consist of a sole arbitrator appointed by mutual consent of the Parties in accordance with the said rules. The Parties agree that any arbitration proceedings shall be instituted and heard at Bangalore. The language of the arbitration shall be English. The cost of arbitration shall be borne equally between the parties and the prevailing party shall be entitled to recover the same from the other. Parties agree that the courts of Bangalore shall have the exclusive jurisdiction to grant relief (including but not limited to interim relief) in connection with the Arbitration proceedings. Notwithstanding the aforesaid or anything contained to the contrary the Consultant shall be entitled to initiate arbitration proceedings only after expiry of thirty (30) days of referring the dispute to the Client through the Application and only if the same remains unresolved by the Client even after the expiry of this period.

 14. General Clauses:


14.1. Entire Agreement- This Agreement, including its attachments, amendments constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements, or representations, either written or oral, by or among the Parties regarding the such subject matter.


14.2.Relationship- The relationship between the Parties shall be that of a principal-to-principal relationship of non-exclusive nature and nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee, principal-agent, or similar relationship. Neither Party is authorized to bind the other Party to any obligations with third parties. It is explicitly agreed that the Consultant is not an employee of the Client or the Financial Institution.


14.3.Amendment - No amendments or modifications to this Agreement made by the Consultant are valid unless the same are mutually agreed in writing and signed by the authorized representatives of the Client, however, the Consultant agrees that the Client shall be entitled to amend the terms of this Agreement and provide notice of such update to the Consultation through a notification on the Application, further the Consultant agrees and acknowledges that unless the Consultants accepts the amended terms the Client shall at its sole discretion be entitled to suspend the Consultants account or usage of the Application and/or terminate this Agreement.


14.4. Severability- If any provision of this Agreement is held  for any reason to be invalid or unenforceable the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive a Party of a material benefit, in which case the Agreement shall immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the Parties’ intention underlying the invalid or unenforceable provision.


14.5.Succession and Assignment- This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors, affiliates, group companies and assigns.


14.6.No Third-Party Rights - Except as provided herein, this Agreement is not intended to benefit any third party.  Except for the Parties to this agreement no third party shall have any rights or remedies against the Parties, for any acts and omissions arising out of the provision of Services under this Agreement.


14.7.Captions- The captions herein are included for the convenience of reference only and shall be ignored in the construction or interpretation hereof.


14.8. Waiver- Forbearance or tolerance on the part of either Party of any breach of this Agreement by the other Party shall NOT constitute waiver of such breach or obligations required to be performed under this Agreement.


14.9.Review and Confirmation – Parties hereby agree that it has reviewed all the terms of the Agreement and has obtained an independent opinion on the terms of the Agreement and hereby understand that all the terms are reasonable and waive all rights to raise any claim any defence on the unreasonableness of any of the provisions of this agreement.


14.10.Counterparts- This Agreement may be executed in two original counterparts, both of which together shall constitute one agreement.


14.11. Execution This Agreement shall be executed in a click-wrap manner wherein You shall have given your consent to the terms of this Agreement by accepting the same. your acceptance shall imply that this Agreement is fully executed by both the Parties and forms a legal contract. Banksathi reserves the right to modify the terms of this Agreement at its discretion. If Banksathi makes any material changes to this Agreement, the same shall be notified to You via email or posting a notice on the Application or via pop-up message on the Application. By executing this Agreement, the Consultant ratifies that he/she has been in compliance with the terms of this Agreement from the Effective date of this Agreement.

Annexure A

Services

The Consultant shall provide the following Services:

  1. The specific Services to be provided by the Consultant for each FIPS shall be communicated to the Consultant through the Application.

  2. The Consultant shall refer Prospective Leads to the Financial Institutions in accordance with the Client’s instructions communicated to the Consultant on/through the Application from time to time. 

  3. Prior to contacting the Retail Investors the Consultant shall through go through the information about the FIPS provided by the Client on the Application and accurately communicate the same to the Retail Investors without misrepresentations or exaggeration. 

  4. Consultant shall not promote or market the FIPS in a manner that misguides the Retail Investors.

  5. The Consultant shall not provide false, unauthorized or exaggerated information including but not limited to information about the FIPS, the Client, the Financial Institution and/or the Consultant’s relationship with the Client or Financial Institution.

  6. The Consultant shall not solicit the Prospective Leads to invest or subscribe or purchase the FIPs through coercion including but not limited to threats, inducements etc. The Consultant shall not be entitled to collect any money on behalf of the Client or Financial Institutions from the Prospective Lead and the Consultant shall at all points in time ensure that he/she does not directly or indirectly demand or accept money, commissions, kickbacks from the Retail Investors or Prospective Lead

  7. The Consultant shall abide by the code of conduct specified in Annexure B of this Agreement and as maybe communicated by the Client from time to time.

  8. Consultant agrees and acknowledges that the Client and/or Financial Institution shall at their sole discretion be entitled to use the Prospective Leads referred by the Consultant for other products and services of the Client or Financial Institutions.

  9. Consultant agrees and acknowledges that a referral made by the Consultant shall be confirmed as a Prospective Lead only upon confirmation by the Client.

Service Fee

Consultant shall be entitled to such Service Fee as specified on the Application for each FIPS. Consultant agrees and acknowledges that the Consultant shall be entitled to any fees only in accordance with the specifications on the Application for each FIPS and the Client does not guarantee payment of any minimum guaranteed fee or salary etc.

Payment terms

Payment terms shall differ for each FIPS and shall be communicated on the Application.

Other terms

  1. BSFT will pay only upon receipt of payment from Financial Institution.

  2. Payments subject to TDS.

  3. All payments are inclusive of taxes.

  4. Consultant agrees and acknowledges that in case of breach of terms of this Agreement or misconduct by the Consultant the Client shall at its sole discretion be entitled to suspend the Consultants usage of the Application, terminate this Agreement, impose penalties mentioned below, withhold payment, deduct or set-off penalty from the payment and recover remainder (if payment is lesser than the penalty) from Consultant. The aforesaid rights are without prejudice to other available rights and remedies of the Client and are cumulative and not exclusive remedies. The penalties mentioned below are not a cap or limitation on the liability of the Consultant and is in addition to the Clients right to seek damages or indemnification from the Consultant.


  • Penalty for first instance of breach of misconduct - INR 10,000/- per instance of breach.

  • Penalty for second instance of breach or misconduct – INR 20,000/-.

  • Penalty for third instance of breach or misconduct INR 60,000/-, suspension of account and blacklisting of Consultant

  1. The Consultant shall pay the aforesaid penalty within two working days of notice provided by Client through the Application.

ANNEXURE B

CODE OF CONDUCT


 

Defining Good Corporate Practices or a code of conduct is part of our intention to help avoid situations in which personal interest may conflict or appear to conflict with either Client’s or its Financial’s interest.


 

The Code of Conduct laid down herein for adoption and strict adherence to by the Consultant.


 

Tele-Calling or Visits/Customer Contacts


 

All Consultant during telephonic call/customer visit/contact will:


 

Conversing with the prospect


 


 


 

Adhere to the following in execution of duties:


 


 

The following Acts will amount to Indiscipline and misconduct:


 


 


 


 


 

All Right Reserved @BankSathi | Copyright @ 2021