Partner Referral Agreement

SERVICE AGREEMENT

This service agreement (the “Agreement”) is made as of the date mentioned in the Annexure I hereof (the “Effective Date”) between:

The person(s) specified as service provider in Annexure I and acting through its office provided in Annexure I (hereinafter referred to as “Service Provider”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns), of the ONE PART;

AND

IIFL Finance Limited, a company within the meaning of the Companies Act, 2013 having its registered office at IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane 400604, Maharashtra, India and acting though its office more specifically provided in Annexure I (hereinafter referred to as “IIFL”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns), of the OTHER PART.

(The Service Provider and IIFL are hereinafter collectively referred to as the “Parties” and individually as the “Party”).

WHEREAS:

The Service Provider is desirous of providing certain Services (as defined hereinafter) to IIFL. At the request of the Service Provider, IIFL has agreed to avail the Services from the Service Provider on the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of mutual promises and undertaking herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Definitions and Interpretation

Definition

Capitalized terms used in this Agreement, unless the context otherwise requires, shall have the following meanings:
1. “Customer” means the Lead identified by the Service Provider and who has availed the Loan Product from IIFL through the Service Provider.
2. “Fee” shall have the meaning ascribed to the term in Section 4 (Fees) of this Agreement.
3. “Information” shall have the meaning ascribed to the term in Section 6 (Confidentiality) of this Agreement.
4. “Intellectual Property” includes all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licences, franchises, formulae, designs and other confidential information.
5. “Intellectual Property Rights” means all rights, benefits, title or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same).
6. “Lead” means an individual (above the age of 18 years) who is a citizen and permanent resident of India and is sourced by the Service Provider to IIFL.
7. “Loan Documentation” means documentation between IIFL and the Customer, consistent with the standard loan documentation (including but not limited to the key fact statement and the sanction letter) and any other document as may be required by IIFL for the purposes of complying with any statutory or regulatory requirement or any other justifiable reason.
8. “Loan Product” means the unsecured loan offered by IIFL at the interest rate as agreed by the Customer and is sanctioned as per terms of the Loan Documentation.
9. “Personnel” shall mean any person(s) employed, retained, appointed or otherwise mandated by the Service Provider for providing the Services under this Agreement.
10. “Schedules” shall mean all schedules to this Agreement as amended from time to time, whether specified as an annexure/ schedules or not.
11. “Personal Data” shall have the same meaning as ascribed to the term ‘Sensitive Personal Data or Information’ under the Privacy Rules (as amended from time to time).
12. “Services” shall mean and include all the services as is specified in Clause 2.&
13. “Sub-contractors” shall mean the persons appointed/nominated/deployed by the Service Provider for the purpose of fulfilling its obligations under this Agreement with the prior written consent of IIFL.
Interpretation
1. Without prejudice to the above, words in the singular shall include words in the plural and words in the plural shall include the singular.
2. Use of the word "including" shall mean "including, without limitation".
3. References to Sections, Parties and Schedules refer to Sections, Parties and Schedules as is provided in this Agreement.
4. References to any statutory provisions shall be construed as references to those provisions as modified or re-enacted from time to time (whether before or after the date of this Agreement) and to any subordinate legislation made under such provisions and shall include references to any repealed statutory provision which has been so re-enacted (whether with or without modification).
5. References to written communication shall include any communication made between the Parties on electronic mail i.e. email.
6. In the event of any inconsistency between the provisions in this Services Agreement and its Schedules, the provisions of the Schedules shall prevail to the extent of any inconsistency.
Services
1. The Service Provider agrees to provide to IIFL and IIFL agrees to avail from the Service Provider the Services, on the terms and conditions set forth herein.
2. The Services are as defined in Annexure I to this Agreement.
3. The Service Provider’s responsibilities are restricted to the introduction of leads to IIFL on an “as is basis”. They will not engage in risk assessment, collections, operations, or any other related activities and as mentioned in the Schedule. Being the intermediary, the Service Provider does not offer financial assistance or advice.
Term

This Agreement shall come into force on the Effective Date and shall be in force and effect, (subject to other provisions of this Agreement) for a period of 3 years (“Term”). Thereafter, be automatically stand renewed annual unless terminated as per provisions of this Agreement. The Services shall be reviewed annually by IIFL
Fees
1. Fees for the Services shall be calculated and payable in accordance with the terms defined in Annexure I hereto.
2. IIFL shall not be liable to pay the Service Provider any fee, charges over and above the Fee, for any reason, whatsoever.
Representations

The Service Provider hereby represents that:
1. It is duly incorporated or organized under the laws of its incorporation/ has full power and authority to enter into this Agreement and duly perform its obligations under the Agreement;
2. It has obtained all necessary approvals and licences, if any, to perform the Services and shall keep the same valid throughout the Tenure of this Agreement and shall bring to the notice of IIFL about any expiry, modification or suspension of such approvals or licences and initiation of any adverse action by any of the person. The Service Provider shall obtain and furnish such approvals as may be required in connection with the transaction contemplated under this Agreement;
3. It shall take appropriate measures to ensure adequate protection of privacy and confidentiality of all data pertaining to IIFL, its Customers or any third party in relation to this Agreement or the Services and thereby ensure that there is no breach of privacy of IIFL, Customers of IIFL or any third party during the course of performance of its obligation;
4. This Agreement has been duly validly executed by a duly authorised person of the Service Provider and delivered, and is legal, valid and binding obligation of the Service Provider, enforceable in accordance with the terms hereof; and the persons executing this Agreement on behalf of the Service Provider are duly empowered and authorised to execute this Agreement and to perform all its obligations in accordance with the terms herein. The Service Provider will forthwith furnish satisfactory evidence of the above upon request;
5. There is no consent, approval, authorisation, order, registration or qualification of, or with, any court or regulatory authority or other governmental body having jurisdiction over the Service Provider, the absence of which would adversely affect the legal and valid execution, delivery and performance of this Agreement or documents and instruments contemplated hereby, is required;
6. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfilment of or compliance with the terms and condition of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including without limitation, any judgment, order, injunction, decree or ruling of any court or government authority or any law for the time being) or any covenant or agreement or instrument to which it is a party or by which the Service Provider or any of the property of the Service Provider is bound, nor does such execution, delivery, consummation or compliance violates or result in the violation of its constitutional documents;
7. There are no criminal proceedings instituted against the Service Provider or any Personnel or any Sub contractor; and
8. The Service Provider has obtained appropriate consents from the Leads to share their data with IIFL under this Agreement.
Warranties and Undertakings

The Service Provider hereby warrants and undertakes that:
1. All repair, replacement, upgradation, procurement of equipment’s/infrastructural facilities necessary for the providing various Services shall be at its own cost;
2. It shall provide with such qualified, experience and competent Personnel as may be required for rendering the Services. If so required, the Service Provider shall provide of the qualifications and competence of any Personnel engaged in the performance of the Services. The Service Provider shall ensure that it has properly trained the Personnel to render the Services to IIFL;
3. It shall withdraw or not permit any of Personnel/Sub-contractors from the Services, if requested by IIFL;
4. It shall be responsible for the selection, hiring, assigning and supervising of the Personnel and the Sub contractors and shall employ sufficient number of Personnel/Sub-contractors so as to provide the Services in a prompt and efficient manner at its own cost and expense. The Service Provider agrees that the Personnel and Sub-contractors shall work under the supervision, control and direction of the Service Provider. The Service Provider shall be solely responsible for all negotiations with Personnel and the Sub-contractors relating to salaries and benefits, and shall be responsible for assessments and /monitoring of the performance and for all disciplinary matters. All Personnel and the Sub-contractors engaged by the Service Provider shall be in sole employment of the Service Provider and the Service Provider shall be solely responsible for their salaries, wages, statutory payments, etc. Under no circumstances, IIFL will be liable for any payment, claim or compensation (including but not limited to compensation on account of injury/death/termination) of any nature to Personnel/Sub-contractor of the Service Provider. The Service Provider shall furnish such records and information as may be required by IIFL in relation to above and at time as may be specified by IIFL;
5. It shall not exercise any lien or right of set off or appropriation on any of the assets, properties, documents, instruments or material belonging to IIFL or its customers and in custody of the Service Provider for any amount due or claimed to be due by the Service Provider from IIFL;
6. It shall comply with all laws (including anti-corruption and anti-money laundering laws) applicable to Parties;
7. It shall not, directly or indirectly, make or offer any payment, gift or other advantage which is intended to, or does, influence or reward any person (whether or not they are in the public sector) for acting in breach of an expectation of good faith, impartiality or trust or otherwise performing their function improperly;
8. It shall put in place appropriate procedures and policies to restrict its employees, consultants or other agents from causing breach under this Agreement. It shall promptly notify IIFL of any such breach;
9. It shall not breach the Intellectual Property Rights of any person. If Service Provider becomes aware of any such possible infringement in the course of performing any Services hereunder, the Service Provider will immediately notify IIFL in writing;
10. IIFL shall have the right to exercise lien and set off on any monies of the Service Provider available with it (under this Agreement or any other arrangement) or any of its affiliates against all or any sums which the Service Provider is liable to pay under this Agreement or in respect of any other agreement entered into by the Service Provider with IIFL or its affiliates;
11. It shall establish and develop a robust framework for documenting, maintaining and testing business continuity and recovery procedures. The Service Provider shall keep IIFL informed of such contingency plans for business continuity and recovery procedures and shall implement recommendations, if any, prescribed by IIFL. The Service Provider shall periodically test such business continuity plan. IIFL shall be entitled to appoint another person to provide the Services in the event of performance of the Service Provider are interrupted or for any reasons whatsoever. The Service Provider shall adhere to fair practice in performance of the Services;
12. It shall segregate and keep separately and hold in trust all information, documents and record pertaining to the Services and relating to IIFL;
13. All the Confidential Information and Personal Data shared to the Service Provider under the purview of this Agreement, shall only be shared with the relevant resources/ personnel of the Service Provider on a strict “need-to-know” basis, ensuring the said personnel/ resource are abiding by similar confidentiality and data protection requirements;
14. The Service Provider shall notify any breach of security, privacy, confidentiality within 1 day and take immediate measures to curb future breaches;
15. IIFL shall be entitled to review and monitor the security practices and control processes of the Service Provider on a regular basis and require the Service Provider to disclose security breaches;
16. It shall immediately notify IIFL of any breach of security and leakage of any confidential information;
17. IIFL shall be entitled to conduct audits, on the Service Provider whether by internal or external auditors or by agents appointed to act on its behalf and to obtain copy of any audit or review reports and findings made by the Service Provider in conjunction with the Services performed for IIFL;
18. IIFL shall be entitled to access all the books, records or transactions contemplated in this Agreement, documents and other necessary information given to, stored or processed by the Service Provider;
19. IIFL shall, as it may deem appropriate and necessary, be entitled to disclose and allow access of all or any information and data relating to IIFL and the Service Provider, the Services or anything in relation to this Agreement to Reserve Bank of India, any other statutory, regulatory, administrative body, or any other person, within a reasonable time;
20. Reserve Bank of India or any other statutory or regulatory body/ authority, duly authorized by law/ statute, shall be entitled to inspect all the books, accounts, documents, records or transactions and other necessary information given to, stored or processed by the Service Provider;
21. It shall maintain the performance standards for the Services as may be considered necessary or desirable by IIFL; and
22. IIFL shall be entitled for continuous monitoring and assessment of the Service Provider and implement corrective measures, if any, prescribed by IIFL.
Data Protection
1. Service Provider and its personnel shall comply with all Data Protection Legislation (as defined below) and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation.
2. For the purpose of this Agreement, “Data Protection Legislation” means the legislation and regulations relating to the protection of Personal Data (as defined below) and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation):
  1. the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder;
  2. all other guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator in this regard; and
  3. any other applicable law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual, which may be enacted in future.
3. Service Provider shall only undertake the processing of Personal Data:-
  1. reasonably required in connection with the performance of its obligations under this Agreement; and
  2. in accordance with IIFL’s written instructions if any issued to it specifically in this regard, and shall comply with all reasonable procedures and processes notified by the IIFL from time to time
Security Control
1. Service Provider hereby agrees to have and put in place reasonable security practices, control processes and checks with respect to its services hereunder.
2. Service Provider shall monitor on regular basis and immediately disclose any breaches in the security practices/processes to IIFL.
confidentiality
1. The Service Provider recognizes that in the course of the transactions envisaged by this Agreement, it may be privy to certain information (whether or not the information is marked or designated as "confidential" or "proprietary") relating to IIFL and its businesses including legal, financial, commercial, marketing and business related records, data, documents, reports, drawings, models, samples, disks, data, client information , Customer data, and any copies thereof, the terms of this Agreement and the details of the negotiations between the Parties (the "Information").
2. The Service Provider agrees that it shall:
  1. keep confidential at all times, all the Information and other materials passing from IIFL to the Service Provider or produced by the Service Provider of its Customers and shall not, without the prior written consent of IIFL, divulge such Information to any other person or use such Information other than for the purposes of carrying out this Agreement;
  2. use the Information and/ or other materials only for the purpose for which it was provided and not profit from the same, either directly or indirectly, in an unauthorized manner; and
  3. provide for the preservation of all Information in accordance with the legal/ regulatory obligation of IIFL.
3. The obligations contained in this Section shall not apply to any part of the Information in case where that part of the Information that is or has become public (other than by breach of this Agreement or any other confidentiality obligation on any party ) and shall not restrict any disclosure that the Service Provider is required by law which is lawfully entitled to require any such disclosure, provided that so far as it is lawful and practical to do so prior to such disclosure, the Service Provider when subject to such disclosure shall promptly notify IIFL of such requirement with a view to provide the opportunity for IIFL to contest such disclosure or otherwise to agree the timing and content of such disclosure.
4. The Service Provider shall, on request by IIFL, immediately return and/or destroy all Information together with any copies. However, if any Information is retained by the Service Provider with prior written consent of IIFL, the Service Provider shall ensure that it preserves the Information as required by law and take suitable steps to ensure that IIFL’s interest is protected.
5. The Service Provider shall maintain fully secured system to ensure that there is no breach of its own internal security which may result in disclosure of Information to any third party.
6. It is agreed by the Parties that breach of the provisions under this Section would cause IIFL, irreparable injury, for which IIFL will be entitled to all reliefs including, but not limited to injunctive relief and monetary damages against such breach or threatened breach.
Indemnity
1. The Service Provider shall, indemnify, defend and hold harmless, IIFL and its affiliates, their respective officers, directors, representatives, consultants, nominees, designees from and against any and all liability suffered or incurred (including liabilities, judgments, damages, losses, claims, costs and expenses) or any other loss that may occur, arising from or relating to:
  1. Non-performance, inadequate performance, provision of deficient Services, breach by the Service Provider, its Personnel and Sub-contractor of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement, including but not limited to the obligation of the Service Provider pertaining to data protection, confidentiality and Intellectual Property Rights;
  2. acts, omissions, errors, representations, misrepresentations, misconduct, negligence of the Service Provider and/or its Personnel and Sub-contractor in performance of its obligation under this Agreement;
  3. loss, misappropriation, misuse or damage to the documents or instruments/things that are in the possession (whether constructive or actual) of Service Provider or any other Personnel or Sub-contractor appointed by the Service Provider;
  4. causation of damage to the customers of IIFL through the Service Provider or through any Personnel or Sub-contractor appointed through the Service Provider; and
  5. contravention of any law or violation of any of the practices of IIFL.
2. The Service Provider agrees that any demand by an officer of IIFL shall be deemed as sufficient proof that IIFL has suffered or incurred liabilities (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including attorney fees and expenses) or any other loss. The Service Provider shall upon receipt of such demand immediately, without any delay or demur or contest, indemnify IIFL and pay such amounts, in freely available funds without any set-off, lien or counterclaims, or otherwise.
Intellectual Property Rights
1. The Service Provider shall not use the name or any Intellectual Property Rights of IIFL or its affiliates without prior written consent from IIFL.
Termination
1. IIFL shall have a right to terminate this Agreement by giving 30 (thirty) days written notice to the Service Provider without assigning any reasons.
2. IIFL shall have a right to terminate this Agreement with immediate effect without assigning any reason thereto, if at any time during the term of this Agreement, IIFL is informed or information comes to IIFL's attention, or if it is so decreed or adjudged by any court, tribunal or other authority, that Service Provider is or may be in violation of any law, regulation, guideline or contract.
3. On termination of this Agreement, the Service Provider shall return all the Information, to IIFL which the Service Provider has been using for providing the Services to IIFL or has in its possession.
4. IIFL shall not be liable to any penalty in the event of termination of this Agreement under the terms of this Section or under any other circumstances.
5. Notwithstanding anything to the contrary under this Agreement, provisions under Sections 9 (Confidentiality), 10 (Indemnity), 11 (Intellectual Property Rights) and 13 (Dispute Resolution and Governing Law) of this Agreement shall survive the termination of this Agreement.
Dispute Resolution and Governing Law
1. This Agreement, and all non-contractual obligations arising from or in connection with this Agreement, is governed by laws of India.
2. Any controversy, conflict, dispute or differences arising by and between the Parties to this Agreement regarding the interpretation of this Agreement or relating thereto or arising therefrom shall be referred to Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996. All arbitration proceedings shall take place in Mumbai, or such a place as may be decided by IIFL, in its sole discretion. The language used in the arbitral proceedings shall be in English. The arbitral tribunal shall be comprised of sole arbitrator appointed by mutual consent between the Parties. The Parties agree that the award of such sole arbitrator shall be final and binding upon the Parties, and that none of the Parties shall be entitled to commence or maintain any action in a court of law upon any matter in dispute arising from or in relation to this Agreement, except for the enforcement of an arbitral award granted pursuant to this Section.
Assignment

The Service Provider shall not transfer or assign any of its rights and obligations under this Agreement to any party without the prior written consent of IIFL. However, IIFL shall have the right to assign or transfer any of its rights and obligations under this Agreement.
Communication

Notices or any other communications (including but not limited, in relation to Services and Fees) required or permitted to be given or made hereunder shall be in writing and delivered personally, or via email to the intended recipient at its address set out below or to such other address as any Party may from time to time notify to the other Party.
Relationship

The Service Provider shall provide Services under this Agreement on a principal-to-principal basis and nothing in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, joint venture or partnership between the Parties hereto.
The transactions contemplated under this Agreement are on an arm's length basis, in the ordinary course of business and for fair market value.
Severability
1. If a court of competent jurisdiction declares any provision invalid, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall continue in full force and effect. An invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted the provision will apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
2. The Parties acknowledge that, other than those which are expressly incorporated into this Agreement, no representations made by IIFL were made prior to the entering into of this Agreement and that, in entering into this Agreement, Service Provider has not relied on any statement or representation (whether written or oral) made by, or on behalf of IIFL.
Waiver

The rights and remedies of IIFL under this Agreement- (a) may be exercised as often as necessary; (b) are cumulative and not exclusive of its rights or remedies under the general law; and (c) may be waived only in writing and specifically. Any delay in exercising or any single, partial or non-exercise of any right or remedy of the IIFL under this Agreement is not a waiver of that right or remedy.
Amendment

IIFL may amend the terms of this Agreement from time to time with intimation to the Service Provider.

Annexure I

Effective Date:
Name of Service Provider(s):
Constitution of Service Provider(s):
Registered address of Service Provider(s):
The office through which the Service Provider(s) are acting:
Fees and Payment terms:

On successful conversion of a Lead to Customer, post the Loan Product is disbursed to the Customer by IIFL, reward points shall be credited to the Service Provider’s Insta Rewardz wallet as per the referral program.
Services:
1. Generating leads / referrals of potential clients for IIFL who are desirous of availing gold loan and
2. other services as may be mutually agreed between the Parties from time to time.
Scope of Services:

Service Provider shall register themselves on the IIFL site, after registering they can refer someone by sending the link to apply by copying it. The link can be shared through whatsapp, facebook, mail and other mediums by clicking on those icons as given on the site and can also generate their unique QR code to be scanned by the person being referred, after this when someone clicks on the link or scans the QR code they will be redirected to the IIFL finance gold loan site where they can fill their details to become a lead.