SERVICE AGREEMENT THIS SERVICE AGREEMENT made in BETWEEN You who is registered as Individual, Corporate or any legal entity(hereinafter referred to as “Service Provider” or “Company” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the ONE PART; AND Udhary.com, (Formerly known as Spectrum Fintech Private Limited), a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at Wazirpur Community Centre, 5th Floor, Time House, Plot No. 5, WIA, Delhi 110052 (hereinafter referred to as "Udhary.com", which expression shall include its successors, subsidiary, affiliates, executors, administrators and permitted assigns) of the OTHER PART. Service Provider and Udhary.com are hereinafter, where the context so requires, collectively referred to as “Parties” and individually as “Party”. WHEREAS: A.Udhary.com is in the business of providing various financing products for the financing of business loans, personal loans and education loans besides various other products and services. B.The Service Provider has approached Udhary.com and represented that it is legally engaged in the Business and it has the requisite skills, knowledge, experience, expertise and infrastructure/facilities to perform the Services (as defined below), and also that it has, its own independent, trained and experienced staff having requisite skills and knowledge to perform the Services in terms of this Agreement, and also has the requisite experience of providing such Services to other customers of the Service Provider and has offered to provide the Services as agreed in this Agreement. C.Udhary.com has, relying upon the representations of the Service Provider as contained in this Agreement, agreed to avail the Services from the Service Provider on the terms and conditions set out hereunder, on a principal-to-principal basis. D.The Parties desire to enter into this Agreement to record their respective agreements as under. NOW IN CONSIDERATION OF THE VARIOUS TERMS HEREIN CONTAINED, INCLUDING THE RECITALS WHICH FORM AN INTEGRAL AND BINDING PART OF THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS: 1.Definitions: In this Agreement, except to the extent that the context requires otherwise the following terms shall have the meanings set forth below: 1.1“Agreement” shall mean this agreement between Udhary.com and the Service Provider entered hereto and as amended from time to time and shall include all the Schedules to this Agreement; 1.2“Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, clearance, directive, guideline, policy, requirement, other governmental restrictions or any other similar form of decision of, or determination or any interpretation or administration having the force of law or any of the foregoing, by any court or any Government Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter; 1.3“Government Authority” shall mean any national, supranational, regional or local governmental department, commission, board, bureau, agency, regulatory authority, tribunal, agency, instrumentality or entity, court or other judicial or administrative body, central, state, provincial or local, having jurisdiction over the matter or matters in question; 1.4“Confidential Information” means and includes all information of whatever nature used in or otherwise made available by Udhary.com and/ or its Customer, including information which is disclosed in any tangible form, or all information concerning / provided by Udhary.com that is not known or generally available to the public at large, including without limitation, software and documentation, existing systems and computer software, future projects, business development or planning, commercial relationships and negotiations, the marketing of goods or services (including customer names and lists, sales targets, statistics,) financial statements and other financial information, employees lists, salaries and benefits and all other data sent by Udhary.com whether written, oral or on magnetic or other media exchanged to between the Parties, on or after the date hereof, is nevertheless disclosed as a result of the Parties' discussions and based on legends or other markings, the circumstances of disclosure or the nature of the information itself, should reasonably be understood by the Service Provider as being proprietary and/ or confidential to Udhary.com; 1.5"Intellectual Property Rights" means all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world; 1.6“Services” means activities to be performed by Service Provider as specifically. 2.SCOPE OF SERVICES AND SERVICE FEE 2.1Subject to the terms of this Agreement: (a)Udhary.com agrees to engage Service Provider for providing the Services as defined in this Agreement and described in details or as amended by Udhary.com from time to time through intimation to the Service Provider; (b)Service Provider agrees to cooperate with Udhary.com and provide information required for making this arrangement successfully. (c)The Parties hereto have agreed that this Agreement shall be on the basis of a contract whereby Udhary.com has indicated the required Services and the Service Provider has agreed to provide the Services to Udhary.com as recorded in this Agreement by itself and without any assistance and/or supervision by Udhary.com, unless otherwise agreed between the Parties, as a composite and complete service. 2.2 SERVICE FEE a)The Parties agrees that the consideration for the Services will be the Service Fee as mentioned if any of this Agreement or as amended by Udhary.com from time to time through intimation to the Service Provider (hereinafter referred to as “Service Fee”) for the respective Service. b)The Parties agree that the payment of Service Fee will be as mentioned if any of this Agreement. c)Notwithstanding anything written herein, all the payments to be made by Udhary.com to the Service Provider under this agreement, shall be inclusive of all applicable taxes. 3.TERM 3.1The term of this Agreement will be for 5 years (“Term”) from the commencement date being ("Term") unless earlier terminated according to the terms of this Agreement. 3.2Those provisions specifically agreed to survive the term of this Agreement shall survive as provided in this Agreement. 4.RENEWAL Udhary.com shall have the option to renew this agreement on such terms and conditions as Udhary.com and the Service Provider may mutually agree upon and the same shall be affected through a written document only. 5.COMPLIANCE The Service Provider shall comply with all foreign, federal, state, and local laws, regulations, and rulings of governmental bodies having jurisdiction. Nothing in this Agreement shall be construed to require Udhary.com to perform any act in violation of any laws, guidelines, regulations, or rulings. 6.CONFIDENTIALITY All details, documents, data, applications, software, systems, papers, statements and business/customer information (the “Confidential Information”) which is communicated by Udhary.com or any of its representatives / customers to the Service Provider and /or its personnel shall be treated as absolutely confidential and the Service Provider irrevocably agrees and undertakes and ensures that the Service Provider and its personnel shall keep the same secret and confidential and that they shall not disclose the same, in whole or in part to any person without the prior written permission of Udhary.com nor shall use or allow to be used any Confidential Information, other than as may be authorized by Udhary.com and absolutely necessary for the due performance of the Service Provider’s obligation hereunder. The Service Provider agrees to ensure that its personnel also undertake a similar obligation as contained in this Section. The Service Provider agrees to: a.Be duly diligent and undertake all necessary measures & action to protect Confidential Information against misuse, loss, destruction, deletion and/or alteration. b.Not to misuse or permit misuse, directly or indirectly or commercially exploit the Confidential Information for economic or other benefit whether to its own or to any other. c.Not to make or retain any copies or record of any Confidential Information submitted by Udhary.com/its customers other than as may be required for the performance of the Service Provider’s obligation under this Agreement. d.Notify Udhary.com promptly of any unauthorized or improper use or disclosure of the Confidential Information. e.Return all the Confidential Information that is in the custody of the Service Provider upon termination/expiry of this Agreement or on such request made by Udhary.com. Where such Confidential Information is not capable of being returned in the opinion of Udhary.com, the Service Provider shall destroy the same in the manner specified by Udhary.com and provide certification thereof in writing to Udhary.com. f.Service Provider shall not disclose any Confidential Information to third parties without the prior written authorization of Udhary.com. Notwithstanding the foregoing, Service Provider shall not, at any time, disclose to any third party any Confidential Information or any Confidential Information of any other party to whom Udhary.com owes an obligation. However, Service Provider may disclose Confidential Information, if directed by judicial pronouncements or governmental / Regulatory orders, only to the extent required / directed by such order, provided Service Provider shall give Udhary.com reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. 7.BRAND COMMUNICATION BY THE PARTIES 7.1Subject to the terms of this Agreement, during the Term, both Parties reserve the right to permit other Party to display its brand images and trademark or logo in a manner mutually agreed later. 7.2Any such use of brand images and trademark or logo shall not be treated as an assignment of the same by a Party to the other. 7.3All such permissions shall stand withdrawn upon termination of this Agreement. 8.INTELLECTUAL PROPERTY 8.1Subject to the terms of this Agreement, during the Term, both Parties reserve the right to permit other Party (with a right to withdraw the permission) to use certain Intellectual Property Rights for the purpose of this Agreement. 8.2Any such use permission and the terms thereof shall be in writing shall not be treated as an assignment of any rights on the same. 8.3All such permissions shall stand withdrawn upon termination of this Agreement. 9.THE SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES The Service Provider hereby represents, warrants and confirms that: a.It 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 carry out and perform the Services and has already taken and will continue to take all necessary and further actions, (including where applicable without limitation obtaining of necessary approvals/consents/licences as are applicable under Applicable Law). b.It has the necessary skills, knowledge, experience, expertise, required capital net worth, adequate and competent facility, Staff, systems, equipment and procedures and capability to duly perform the Services in accordance with the terms of this Agreement and to the satisfaction of Udhary.com, provided however that Udhary.com’s judgement as regards the quality and skills of the Service Provider and its employees, shall be final and binding on the Service Provider. c.The Service Provider shall preserve all the documents and data pertaining to the Services in accordance with the legal/regulatory obligation of Udhary.com in this regard. d.The Service Provider shall provide access to customer information of Udhary.com to the employees on ‘need to know’ basis i.e., limited to those areas where the information is required in order to perform the Services. e.The Service Provider shall isolate and clearly identify the Udhary.com’s customer information, documents, records and assets to protect the confidentiality of the information. In instances, where Service Provider acts for multiple banks, non-banking financing services and financial institutions, care shall be taken by it to build strong safeguards so that there is no comingling of information/documents, records and assets. f.It shall employ same high standard of care as Udhary.com would reasonably employ to perform the services. The execution of this Agreement and providing Services hereunder does not and will not violate any Applicable Law and further, will not violate or breach any covenants, stipulations or conditions of any agreements or undertaking entered into by the Service Provider with any other person. g.It shall abide by, at all times during then currency of this Agreement, the Code of Conduct of Udhary.com as annexed to this Agreement. h.Where the Service Provider acts as Service Provider for multiple NBFCs, it shall take all necessary care to ensure that is no comingling of information / documents, records and assets. i.It shall not resort to intimidation or harassment of any kind upon the customers. j.It shall comply with all circulars, rules, guidelines, etc. issued by the Reserve Bank of India in respect of Services being provided under this Agreement. k.Ensure that the personnel employed by the Service Provider shall shall at all times conduct themselves within the parameters of all applicable laws, Udhary.com Code of Conduct, Do not call registry etc. and shall not commit or permit the commission of any offence; and in the event of any offence being committed, the Service Provider and the person committing the offence shall be liable for all consequences thereof and the Udhary.com shall not be directly or vicariously liable. l.Ensure compliance with the provisions of this agreement or instructions issued by Udhary.com from time to time. m.Immediately notify the Udhary.com in writing if any of its personnel or any other person engaged by the Service Provider has committed any act amounting to moral turpitude or has been arrested by the police or removed from the employment of the Service Provider or committed any act affecting the integrity of the person. n.Ensure courteous service and maintain the service standards as prescribed by Udhary.com from time to time. o.Obtain all licenses / permissions / authorizations as required under all the applicable laws and keep the same valid by renewing it from time to time as required under the said Acts. In case of contravention, Udhary.com will not be liable for any act arising out of the said contravention. p.Maintain all the registers and records required to be maintained under the various laws and enactments. q.Use only such letter head, invoices, signs, displays materials, promotional literature, equipment and other items in connection with the Services as shall be approved in writing by the Udhary.com and to immediately desist from the use of display of any signs, material or objects if the Udhary.com directs. r.Provide the Services during the term of this agreement on such days and between such hours, as Udhary.com shall specify. s.Permit Udhary.com and its representatives to enter the premises as and when required for the purposes of ascertaining whether the provisions of this agreement are being complied with. t.The Service Provider shall be liable for any and all losses / damages arising directly or indirectly from any dishonest, criminal or fraudulent act of any of the personnel engaged or employed by the Service Provider. u.The Service Provider shall co-operate in good faith with Udhary.com to correct any practice which are found to be deficient during the audit within the time stipulated by Udhary.com after receipt of the audit report from Udhary.com. v. 10. BUSINESS CONTINUITY AND RECOVERY PLAN 10.1The Service Provider acknowledges the need for the continuity of the Services and shall maintain throughout the term of the Agreement a Business Continuity Plan and implement, on each Interruption Event and otherwise as necessary, all business continuity, disaster recovery procedures. 10.2Periodically tests the Business Continuity and Recovery Plan and may also consider occasional joint testing and recovery exercises with its service provider 11.THE SERVICE PROVIDER COVENANTS 11.1The Service Provider hereby agrees, undertakes and confirms as under:- (a)Without prior written permission of Udhary.com, the Service Provider, and its employees shall not at any time use the name and/or trademark/logo of Udhary.com in any manner and for any purpose whatsoever. (b)The Services to be rendered pursuant to this Agreement shall be rendered and performed by the Service Provider, and it shall cause its employees to render and perform the same, with utmost care and diligence and shall be of the highest quality and standards. If at any time Udhary.com is dissatisfied with the Services rendered by the Service Provider, Udhary.com shall be entitled to terminate this Agreement with immediate effect without providing any notice to the Service Provider. Udhary.com’s decision in this regard shall be final, absolute and binding on the Service Provider. (c)The Confidential Information handed over by Udhary.com to the Service Provider and/or its employees in terms of this Agreement or which comes into the hands of the Service Provider and/or its employees’ custody, power or possession pursuant to or in connection with this Agreement will remain the sole and absolute property of Udhary.com, and the Service Provider and /or its employees shall not have and also shall not claim any charge, claim, lien, right of retention, sale or set-off or other right, title or interest therein or thereon for any reason whatsoever. The Service Provider shall at all times be responsible for conducting periodic background verification checks on its employees and ensuring that the employees deployed at Udhary.com’s and back-up facilities necessary for this purpose. (d)Without prejudice to anything, Udhary.com retains the right, in its reasonable opinion, to undertake all such Services by itself, in whatever manner it considers necessary and prudent, in the event of an emergency situation, provided that it gives 30 (thirty) business days' prior written notice to the Service Provider 12.MONITORING AND ASSESSMENT RIGHT Udhary.com shall have a right to monitor and assess the Services to be provided by the Service Provider under this Agreement and suggest corrective measures, if any, required to can be taken by the Service Provider. 13.RELATIONSHIP The Service Provider shall provide Services as an “independent Service Provider” on a non-exclusive basis and nothing contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or relationship of principal and Service Provider between the Parties hereto or confer any right, power or authority, whether express or implied, to create any such duty or obligation. 14.DATA PROTECTION, SYSTEM SECURITY, AND COMPLIANCES 14.1The Service Provider shall ensure that there are proper encryption and security measures at their respective websites and other software/digital applications to prevent any hacking into information pertaining to transactions contemplated under this Agreement and shall adhere with all applicable guidelines. The Service Provider shall ensure that Udhary.com customer information and any other data, information, etc. shall be stored in servers located in India only and the same shall not be transferred or stored in servers at any place beyond Indian borders. 14.2The Service Provider shall comply with Data Protection Laws as applicable from time to time and maintain the requisite privacy policy in place as per Applicable Laws at all times. The privacy policy shall contain clear policy guidelines regarding the storage of customer data which is compliant with Applicable Laws. Such policy shall inter alia include the following: (i) the types of data that may be stored along with the rationale / requirement of collection; (ii) the duration of storage of data, restrictions on use of such data; (iii) the data destruction protocol; and (iv) standards for handling security breaches. 14.3For the purpose of this Agreement, “Data Protection Laws” means the applicable legislation and regulations of India 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): a.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, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 and the Digital Personal Data Protection Act, 2023 and any other applicable rules framed thereunder and regulations applicable to the Parties. b.All other applicable industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to either of the Party, subject to applicability ; and c.Any other Applicable Laws solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual applicable in India. 14.4The Service Provider shall obtain and at all times maintain all rights, authorizations and consents required under Data Protection Laws, and any other Applicable Laws in order to provide the Personal Data to Udhary.com. 14.5The Parties agree with regards to Personal Data that they shall: a.treat as absolutely confidential. b.prevent unauthorised or unlawful processing of any Personal Data; c.protect any Personal Data against accidental loss, destruction or damage; and d.ensure the reliability of its employees/contractor having access to the Personal Data. 14.6The Service Providers shall ensure that any customer data shared with subcontractors or sub-agents is not comingled and is kept separate from any other customer data handled by the subcontractors or sub-agents in question. 15.ADVERTISING 15.1The Service Provider can undertake with the consent of Udhary.com the responsibility of advertising in the area of his operation for the purpose of this agreement. 15.2Udhary.com may make available to the Service Provider advertising materials including posters, leaflets, displays, flyers, stickers, signs, cards and notices and the Service Provider 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 Service Provider, Udhary.com shall supply the same at the cost price. 15.3In case of any advertising campaign conducted by the Service Provider and Udhary.com jointly all expenses shall be shared as may be mutually agreed between the parties. 16. Records and Right to Audit AND INSPECTION by Udhary.com and rbi 16.1RIGHT TO ACCESS BOOKS AND RECORDS a.The Service Provider shall maintain in good order and as per accepted industry practices, its books of accounts in respect of the Services and shall allow Udhary.com, its management, its authorized employees, its auditors, advisors, consultants, representatives to enter upon the premises and/or offices of the Service Provider. The Service Provider shall produce such information within such time as may be provided by Udhary.com, its management, its authorized employees, its auditors, advisors, consultants, representatives and / or its regulators in their absolute discretion deem to be relevant to the services and financial arrangement, as set forth in this Agreement, with provision of prior notice as may be deemed fit by Udhary.com at its sole discretion. b.Service Provider acknowledges the right of Reserve Bank of India to access all the books, records documents, records of transactions, and other necessary information given to, stored or processed by the Service Provider within a reasonable time as and when required by Reserve Bank. c.Upon request by Udhary.com, the Service Provider shall within 3 (three) days of such request allow the RBI or persons authorized by it to access Udhary.com’s documents, records of transactions, and other necessary information given to, stored or processed by the Service Provider within a reasonable time. 16.2RIGHT TO AUDIT a.Udhary.com has the right to conduct audits on the Service Provider whether by its internal or external auditors, or by agents appointed to act on its behalf and to obtain copies of any audit or review reports and findings made on the Service Provider in conjunction with the Services performed for the Udhary.com which are relevant to this Agreement. b.The Service Provider shall co-operate in good faith with Udhary.com to correct any practice, which are found to be deficient during the audit within the time stipulated by Udhary.com after receipt of the audit report from Udhary.com. 16.3RIGHT TO INSPECT BOOKS AND RECORDS a.In addition to the right to access, Udhary.com, its management, its authorized employees, its auditors, advisors, consultants, representatives and / or its regulators shall also have the right to inspect and examine all books and records and make copies of all documents and records and data related to the Services provided by the Service Provider. in their absolute discretion deem to be relevant to the Services and financial arrangement, as set forth in this Agreement. b.Further, the Service Provider recognizes the right of the Reserve Bank of India to inspect/ cause an inspection to be made of the Service Provider, its books and account and its premises by one or more of its officers or employees or other persons. 17. INDEMNITY The Service Provider hereby agree to fully indemnify, hold harmless and defend Udhary.com from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to: (a)Breach of any representation or warranty contained in this Agreement; (b)Any breach or violation of any covenant or other obligation or duty under this Agreement or applicable law; (c)Caused by negligence and/ or willful misconduct of the Service Provider. (d)Caused by fraud or wilful misrepresentation (e)Breach of any Personal Data 18. SUB-CONTRACTORS/ ASSIGNMENT 18.1The Service Provider shall itself perform its obligations under this Agreement and shall not assign, transfer or sub-contract any of its rights and obligations under this Agreement except with prior written permission of Udhary.com. Provided however, Udhary.com shall be entitled to assign/transfer its rights and benefits under this Agreement to any person or entity without requiring the consent of the Service Provider but with due intimation thereof to the Service Provider. 18.2It is agreed between the Parties that in the event the Service Provider assigns, transfers or sub-contracts any of its rights and obligations under this Agreement in violation of above clause, it shall be treated as a breach of this Agreement by the Service Provider and in this event, Udhary.com may, at its sole discretion, forthwith terminate this Agreement. 18.3The Service Provider shall remain responsible and continue to remain responsible for all the actions, risk management and omissions of such sub-contractor / sub agents and in case Udhary.com suffers any loss due to the acts or omissions of the Service Provider or its subcontractors and subagents, then the Service Provider shall indemnify Udhary.com against such losses. 18.4Any agreement pursuant to which the Service Provider engages a subcontractor must be in writing and must contain terms obligating such subcontractor to comply with the outsourcing, non‑disclosure, data protection and non-use provisions of this Agreement. 18.5The Service Provider shall share with Udhary.com, a copy of the agreement executed with its subcontractor within 15 days of execution of such agreement. 18.6 19. TERMINATION Without prejudice to any other remedies available under this Agreement or under the common law, the Parties may terminate this agreement by giving 30 days written notice to the other Party. This agreement shall be valid for a period as indicated above and can be renewed for further period as mutually agreed upon by the Parties. Upon such termination, Udhary.com shall be at liberty to advertise the termination in such manner and form as it may deem fit. Upon termination / expiry, Service Provider shall return all forms, brochures and other stationary and printed material of Udhary.com lying with it to Udhary.com. In addition to any general lien or similar right to which Udhary.com may be entitled by law, Udhary.com may, upon the occurrence breach of any terms and conditions of this Agreement by Service Provider, at any time and without notice to the Service Provider, combine or consolidate all or any of the Service Provider’s accounts with and liabilities to Service Provider and set off or transfer any sum or sums standing to the credit of any one or more of such accounts in or towards satisfaction of any of the Service Provider’s liabilities to Udhary.com on any other account or in any other respect, whether such liabilities be actual or contingent, primary or collateral and several or joint 20. EVENTS OF TERMINATION On the occurrence of any of the events specified below, the Udhary.com shall be entitled (without prejudice to any other right or remedies which the Udhary.com may have under these presents or otherwise in law), to terminate this agreement as provide in this agreement at any time after the occurrence of such event. (a)If the Service Provider 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. (b)If any of the representations or warranties made by the Service Provider are found to be false or wrong. (c)If the Service Provider 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 Udhary.com may or is likely to suffer. (d)If the Service Provider by its act or omission gives to the Udhary.com reasonable ground to consider that its rights under this agreement may be prejudiced or jeopardized (e)In case Udhary.com is fixing target for the business and the Service Provider fails to achieve the targets set out by Udhary.com for the duration stipulated. A party may terminate this Agreement at any time on written notice to the other party if: (a) the other party is in material breach and, if remediable, the breach is not remedied within 30 days of being notified in writing of the breach; or (b) the other party begins insolvency proceedings, becomes the subject of a petition in liquidation, or any other proceeding relating to insolvency, liquidation, bankruptcy, or assignment for the benefit of creditors (including similar proceedings under Applicable Law); or (c) the other party makes an arrangement with its creditors related to concerns about insolvency (including similar proceedings under Applicable Law). 21.CONSEQUENCES OF TERMINATION Upon the termination or expiration of this agreement for any reason, the Service Provider shall: (a)Immediately cease to operate as the Service Provider and not to thereafter hold itself out in any way as the Service Provider of the Udhary.com and refrain from any action that would or may indicate any relationship between it and the Udhary.com. (b)Immediately cease to use in any manner whatsoever name of Udhary.com and the corporate logo of the Udhary.com. (c)Return to the Udhary.com forthwith or otherwise dispose of or destroy as the Udhary.com shall direct all signs, advertising materials, stationery, invoices, forms, specifications, designs, records, data, samples. Models, programs and drawings pertaining to or concerning the Services or the procedures or bearing any of the corporates logo of Udhary.com. (d)Remove forthwith or permanently cover all signs or advertisements identifiable in any way with Udhary.com and in event of failure to do so promptly, to permit the authorized associates of Udhary.com to enter the Premises for such purpose. (e)Do all such acts and things and execute all such documents as Udhary.com shall require, in particular but without limitation such notification of cessation of this agreement. (f)Service Provider shall handover/return all the documents, information’s, data with respect to the Customer, within 7 (seven) days from the date of receipt of notice/e-mail from Udhary.com. Noncompliance of this clause shall be considered as gross default and Service Provider shall liable to indemnify any and all the loss incurred by Udhary.com to the fullest extent. (g)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. 22. MISCELLANEOUS 22.1.Amendment: Any amendment to this Agreement shall be with mutual consent and shall be agreed in writing, which may not be unreasonably withheld. 22.2.Applicable Law: The provisions of this Agreement shall be governed by and construed in accordance with Indian law. 22.3.Force Majeure: 22.3.1.Neither party to this Agreement shall have any liability whatsoever to the other or be deemed to be in default of this Agreement as a result of any delay or failure in performing its obligations under this Agreement to the extent that any such delay or failure arises from causes beyond the control of that party including, but not limited to, acts of God, acts or regulations of any governmental or supranational authority, war national emergency, or fire (“Force Majeure Events”); 22.3.2.Without prejudice to any other rights, either party may terminate this Agreement with immediate effect by giving notice to the other if the other party is affected by any Force Majeure Events which continues for a period of not less than 15 (Fifteen) days and which prevents the other party from performing all, or a material part of, its obligations under this Agreement; and 22.3.3.Force Majeure Events shall not relieve a Party from the discharging of obligations which arose before such Force Majeure Events. 22.4.Jurisdiction & Dispute Resolution: The courts in New Delhi, India shall have jurisdiction in respect of any matter, claim or dispute arising out of or in any way relating to this Agreement. Subject to the aforesaid any dispute relating to this Agreement or in respect of any rights, liabilities, and obligations arising out of this Agreement shall be resolved between them in an amicable manner by discussions between the senior management team of the Parties. However, if any such disputes stand unresolved, such disputes will be resolved through arbitration by a sole arbitrator appointed by both the Parties. The arbitration proceedings shall be carried out in accordance with the provisions laid down by the Arbitration & Conciliation Act, 1996, as amended from time to time and the place of arbitration shall be in New Delhi. The arbitration proceedings shall be conducted in the English language. 22.5.Notices: All notices, requests, and other communications to any Party hereunder shall be in writing and shall be given to such Party at its address provided at the time of onboarding. 22.6.Severance: The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement. 22.7.Successors and Assigns: The provisions of this Agreement shall be binding upon and inure to the benefit the Parties hereto and their respective successors and permitted assigns and affiliates, provided that no rights herein shall be assigned by any of the Parties hereto without the prior written consent of the other Party. 22.8.Waiver: No failure or delay by either Party in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege. 22.9.Counterparts: This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be original, and all the counterparts together shall constitute one and the same instrument. 22.10.Preservation Of Documents and Survival: The Service Provider hereby undertakes and agrees that the obligations of the Service Provider with respect to confidentiality and maintenance & preservation of records as required by law and such other obligations, shall survive even after termination of this Agreement. CODE OF CONDUCT (as applicable) 1. Preamble In accordance with the Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Udhary.com (hereinafter referred to “IFSL” or “the Company”) has prepared a Code of Conduct for adoption and implementation by Sub DSAs/Service Provider operating as Agents of the Company. 2. Applicability This code will apply to all persons involved in marketing and distribution of any loan or other financial product of the Company. The Direct Selling Agent (DSA) 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 DSA 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 DSA. Failure to comply with this requirement may result in permanent termination of business of the DSA with the Company at the Company’s discretion. A declaration to be obtained by the DSA from each of their employees / representatives before assigning them their duties is annexed to this Code. 3. 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 loan/ financial product 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 DSA should not call a person whose name/number is flagged in any “Do Not Disturb” list available as per the applicable regulatory/ statutory guidelines. 4. When to contact a prospect on telephone Telephonic contact must normally be limited between 0930 Hrs. and 1900 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 DSA or its employees to do so either in writing or orally. 5. Can the prospect’s interest be discussed with anybody else? DSA 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. 6. 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 time to call again. Ordinarily, such messages may be restricted to: “I am FLS Officer representing Udhary.com . I have made this call for sale or distribution of Loan’s. You may kindly call me back at your convenient time or between 9:30AM. to 6:00 PM. on provided Phone Number 7. No misleading statements/misrepresentations permitted The Direct Selling Agent 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 / unauthorized commitment on behalf of the Company for any facility/service. 8. Telemarketing Etiquettes Pre Call No calls prior to 0930 Hrs. or post 1900 Hrs. unless specifically requested. No serial dialing No calling on lists unless list is cleared by team leader During Call 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 Post Call 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. 9. Gifts or bribes The Direct Selling Agent and/ or its employees/ representatives must not accept gifts from prospects or bribes of any kind. Any employee/ representative offered a bribe or payment of any kind by a customer must report the offer to his/ her management. 10. Precautions to be taken on visits/ contacts The Direct Selling Agent and/ or its employees/ representatives should: Respect personal space – maintain adequate distance from the prospect. Not enter the prospect’s residence/office against his/her wishes; Not visit in large numbers – i.e. not more than one DSE 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 official’s, if asked for by the customer. Limit discussions with the prospect to the business – Maintain a professional distance. 11. Other important aspects - Appearance & Dress Code Employees/representatives of Direct Selling Agent (DSA) must be appropriately dressed while meeting the customer. 12. Handling of letters & other communication Any communication sent to the prospect should be only in the mode and format approved by the Company. Declaration–Cum-Undertaking by the DSA from its employees/representatives _______________________ _______________________ _______________________ _______________________ Re: Code of Conduct Dear Sir, I am associated with your company as a Sub DSA. My job profile, inter-alia, includes offering, explaining, sourcing, and assisting documentation of products and linked services to prospects of Udhary.com. In the discharge of my duties, I am obligated to follow the Code of Conduct attached to this document. I confirm that I have read and understood and agree to abide by the Code of Conduct. I further confirm that the trainer mentioned below has explained the contents in full to me. In case of any violation, non-adherence to the said Code, you shall be entitled to take such action against me as you may deem appropriate.