Terms of Service
Credit Referral Services
Essential Investment Managers Private Limited (“EIMPL”), through one of its separately identifiable non-advisory departments, is engaged in facilitating various Credit Facilities to its clients including its prospective clients through a digital platform. From time to time, EIMPL has entered (and in future may enter into) agreements with banks or non-banking financial corporations or other such recognised or regulated institutions inter alia for facilitating various Credit Facilities. In terms of the agreements between EIMPL and the Lenders, EIMPL, as the case may be, shall inter alia refer their clients to the Lender for availing credit facilities.
You agree to be bound by the Terms of Service (“Terms”) set out below, once you sign the Referrer Onboarding Form for Essential Investment Managers Private Limited (“Onboarding Form”). Please read the Terms carefully. If you do not agree to the Terms in their entirety, please do not sign the Onboarding Form.
1. DEFINITIONS
In these Terms, unless the context otherwise requires, the following expressions shall have the meanings assigned to them.
1.1 “Applicable Laws”, refers to all Indian laws, statutes, ordinances, regulations, guidelines, circulars, guidance, policies, pronouncements or any similar form of decision or determination by, or any interpretation or administration of any of the foregoing by any competent governmental agency or competent court, whether in effect as of the date of these Terms or thereafter, as amended or modified from time to time.
1.2 “Credit Facility” shall mean the credit facility offered by the Lender, which is facilitated by EIMPL through the Digital Platform.
1.3 “Digital Platform” refers to the platform accessible through a mobile phone application, or the website, through which EIMPL facilitate the provision of the Credit Facilities;
1.4 “Lender” means the bank or NBFC with whom EIMPL has signed agreements with to facilitate the
1.5 “Referral Fee” means the fees agreed to be payable to the Referrer by EIMPL, as the case may be, for services rendered by the Referrer under these Terms.
1.6 “Referral Link” means a unique, pre-configured link generated by EIMPL, exclusively for the Referrer, and as may be updated by EIMPL from time to time, which, when accessed, would lead the individual to the Digital Platform;
1.7 “Trail Income” means income earned from the interest on credit utilisation limit from loans availed by clients.
2. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
2.1 The Referrer, in consideration of the Referral Fees and in accordance with the terms and conditions of these Terms, agrees to refer persons to avail the Credit Facilities.
2.2 The Referrer understands and agrees that its role and responsibility under these Terms is restricted to providing the Referral Link to persons desirous of obtaining a Credit Facility.
2.3 The Referrer understands that all Credit Facility origination and management will occur on the Digital Platform, and that the Referrer shall have no role in the same.
2.4 It has the necessary skill, infrastructure, resources, technical capability and wherewithal to fulfil its obligations under these Terms;
2.5 Entering into these Terms will not violate any other agreement, arrangement or understanding that the Referrer may have with any other party;
2.6 There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgements, or decrees of any nature made, existing, threatened, anticipated or pending against it which may prejudicially affect the due performance or enforceability of these Terms or any obligation, act or transaction contemplated hereunder;
2.7 It is in compliance with the Applicable Laws, insofar as the Applicable Laws relate to the terms of these Terms;
2.8 It has, in accordance with the Applicable Laws, appropriate mechanisms and means to ensure adequate protection of the privacy and confidentiality of all data of the clients and Confidential Information.
2.9 It has, in accordance with the Applicable Laws, appropriate mechanisms, internal policies and/or procedures to (i) segregate its various business activities from the activities under these Terms; and (ii) address any conflict of interest.
2.10 It shall abide by such additional terms and conditions that may be mutually discussed by the Parties from time to time.
2.11 It shall not do or omit to do any act which may, in the sole opinion of EIMPL or the Lender, bring disrepute to EIMPL or the Lender or any of their Affiliates respectively.
2.12 It shall not engage in any mis-selling in any manner, including as defined in the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003, as amended from time to time.
2.13 It shall ensure that it keeps its Mutual Fund Distribution and any other business activities, segregated from its activities under these Terms, and not engage in any cross-selling of products and/or services.
2.14 It shall not make any representations or warranties to any person in relation to the Credit Facilities, or in relation to availing any Credit Facility.
2.15 The Referrer agrees that it shall only provide accurate and complete information to its customers (“Client” and/or “Customer”) while advertising EIMPL’s services and will not mis-lead them.
2.16 The Referrer shall ensure that any data of the Customers, if collected by the Referrer, for the purposes of these Terms, is obtained by the Referrer on a need-to-know basis, and with the prior explicit consent of the Customers and after disclosing the purpose of obtaining such consent and/or data. The Referrer shall maintain an audit trail for all such data and consent obtained from the Customers, in such manner that it can be retrieved, when required by EIMPL, Lender or their internal/external auditors, regulators or any other statutory authority.
2.17 The Referrer shall not store any Confidential Information including details with respect to the credit facilities availed by the Clients, save and except, Loan application number, Loan Account Number, FAS, shortfall - true/false, interest bounce - true/false or any other data without written and explicit approval of EIMPL from time to time.
2.18 The Referrer shall upon demand by EIMPL, without any delay, provide all the information related to third parties (in the supply chain) engaged by the Referrer except for those third parties who do not have access to Confidential Information as defined in the Agreement
2.19 In case any back-up is being maintained by the Referrer pertaining to Customer data and/or any other information, which is stored/processed by the Referrer in the course of providing Services, the Referrer shall ensure that reasonable security mechanisms are in place to protect such back-up data from being lost/corrupted and that such back-up data is available during the working hours to be accessed/retrieved by EIMPL, as and when required to do so. Further, the Referrer hereby agrees to indemnify EIMPL in case such back-up data is lost and/or is corrupted and/or becomes inaccessible to EIMPL due to any reason whatsoever.
2.20 The Referrer shall not directly or indirectly demand any fee or commission from the Clients in relation to these Terms
3. MANNER OF PROVIDING SERVICES
3.1 EIMPL shall provide the Referrer with the Referral Link, which the Referrer shall provide to its clients desirous of availing a Credit Facility.
3.2 Any person who accesses the Digital Platform using the Referral Link, and avails of a Credit Facility, shall be considered to have been successfully referred by the Referrer (“Successful Referrals”). Provided that in the event an individual does not avail of a Credit Facility in a single journey on the Digital Platform, the same shall not be considered to be a Successful Referrals.
3.3 The Referrer shall be provided with monthly reports by EIMPL, containing information pertaining to Successful Referrals, viz. (i) number of Successful Referrals; (ii) status of application for availing Credit Facilities by the Successful Referrals, and the Referral Fee payable to the Referrer.
3.4 The Referrer shall retain all records, information, data and documents in relation to and in furtherance of these Terms, during the subsistence of these Terms, and for an additional period of at least 8 years from the date of termination of these Terms, and produce the same to EIMPL, as the case may be, upon its request within 1 working day of such request.
3.5 EIMPL and the Referrer agree to comply with all applicable laws, regulations, and licensing requirements relating to their respective activities, including the extant SEBI regulations for MFDs and financial product promotions.
3.6 The Referrer shall not, without the prior and explicit written permission of EIMPL, as the case may be, use or display EIMPL’s and/or the Lender’s or any of their Affiliates’ name, logo or any other identifiable characteristics or information for any purpose.
3.7 The Referrer shall extend its full cooperation to EIMPL L, as the case may be, and provide all necessary documents, records and information as may be required by EIMPL, as the case may be, in relation to the services provided under these Terms, from time to time.
4. TERM AND TERMINATION
a) These Terms shall commence on the date mentioned in the Onboarding Form and continue till it is terminated by any party in accordance with the provisions of these Terms.
b) Either of the parties may forthwith terminate these Terms with a prior written notice of 30 days:
i. On the violation of any of the terms of these Terms either not rectifiable or which is not rectified even after one month’s written notice by the aggrieved Party; or
ii. If a petition for winding up of either Party is admitted in a court of competent jurisdiction; or
iii. Either Party goes into liquidation as declared by a court of competent jurisdiction or a distress, attachment or enforcement of a substantial portion of the assets of a Party is levied or a receiver is appointed in respect of the assets of either Party; or
iv. these Terms becomes unenforceable by a change in law or interpretation of the provisions of an existing law; or
c) Notwithstanding any such termination as contained in this clause, the rights and claims of either Party, which may have accrued or arisen prior to the termination, shall remain unaffected and continue to be valid and subsisting as against each other. Further, the obligations in relation to Confidential Information and data security, and any other obligations that may be notified by EIMPL, shall continue to apply notwithstanding termination of these Terms.
d) Notwithstanding anything mentioned hereinabove, either Party may terminate the Agreement by providing 90 days written notice to the other Party/ies.
5. CONFIDENTIALITY
The Referrer shall hold in confidence all documents and information received or generated by it under or in furtherance of these Terms, including, but not restricted to, any documents or information received in writing, or any documents or information marked or otherwise characterised as confidential, and not disclose any confidential information to any third party without the prior written consent of EIMPL, as the case may be.
6. INDEMNIFICATION
a) Each Party agrees to indemnify and hold harmless the other party from and against any and all claims, losses, liabilities, damages, and expenses arising out of or in connection with its breach of these Terms.
b) The Referrer further agrees to indemnify and hold harmless EIMPL from and against any and all claims, losses, liabilities, damages, and expenses arising out of or in connection a breach of its obligations, representations and warranties under these Terms, and as may be mutually agreed by the Parties from time to time.
c) Indemnities under this Clause shall survive termination of these Terms and are in addition to and without prejudice to the indemnities given elsewhere in these Terms or any other right and/or remedy that EIMPL may have under the Applicable Law, contract or equity.
7. FORCE MAJEURE
a) Neither Party shall be liable for any loss caused by its inability or delay in fulfilling any of its obligations hereunder, either wholly or in part, caused by or in connection with any force majeure events including, but not limited to riot, disturbance, strikes, lock-outs, bandhs, war, civil strife, fire, earthquake, act of God, act of any government, or any other circumstances or events whatsoever beyond the control of the Party.
b) Each Party shall promptly inform the other Party of the existence of a force majeure event and in case such force majeure event continues beyond a period of 30 (thirty) days, such Party shall not be obliged to provide any service or perform any of its obligations hereunder during the period such force majeure event continues and shall endeavour to find solution thereto by mutual discussions.
8. NOTICES
Any notice, communication or documents to be given by a Party hereto to the other Party may be given by personal delivery, courier or e-mail at the address detailed in the Onboarding Form. All such notices, requests, demands, waivers and other communications shall be deemed duly given (i) if by personal delivery, on the business day after such delivery, or (ii) if by courier service or similar service, on the day delivered, or (iii) when such electronic message enters into such receiving party’s computer or any other electronic device, as the case may be, if delivered by e-mail or through any other electronic form.
9. ENTIRE AGREEMENT
These Terms constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
10. SEVERABILITY
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the extent possible to make it enforceable in such circumstances and any other circumstances, and, whether or not such modification is possible, such invalidity or unenforceability shall not void or render invalid or unenforceable any other Clause or part of a Clause in these Terms.
11. EXCLUSIVITY
The Parties acknowledge that the arrangement contemplated under these Terms shall be on a non-exclusive basis.
12. WAIVER
No failure or delay on the part of either Party in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any failure or delay in exercise of such power, right or privilege preclude the other from further exercise thereof.
13. PRINCIPAL TO PRINCIPAL BASIS
The relationship of the Parties is on a “principal to principal” basis and the Parties are independent of each other and nothing contained herein is intended to or shall be deemed to create with limitation any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto or affiliates thereof or, to provide either Party with the right, power or authority, whether expressed or implied to create any such duty or obligation on behalf of the other Party. The Referrer shall not describe themself as an agent or representative of either EIMPL.
14. GOVERNING LAW AND DISPUTE RESOLUTION
The laws of India shall govern the validity and interpretation hereof and the performance by the Parties hereto of their respective duties and obligations hereunder. Each of the Parties agrees that, if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of these Terms, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions between the Parties. If the said dispute(s) cannot be settled by mutual discussions within the thirty-day period provided above, either Party may refer the matter to a sole arbitrator to be mutually appointed by Parties. In the event the Parties do not agree on appointment of a sole arbitrator within 30 days from the date of receipt of notice by the other party then the arbitrator shall be appointed as per the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. The arbitration proceedings shall be held in English language with its seat at Bengaluru.
15. SUB-CONTRACTING
Nothing contained in these Terms shall confer the right to sub-contract any of the Referrer’s duties or obligations on any other third party.
16. SUCCESSORS AND PERMITTED ASSIGNEES:
All rights, covenants and agreements of EIMPL, if permitted in terms of these Terms, and as contained in these Terms shall, except as otherwise provided herein, be binding upon and ensure to the benefit of their respective successors and permitted assignees.
17. ASSIGNMENT
Neither Party shall assign its rights and obligations hereunder without the prior written consent of the other Party.