master agreement

( ^{=4): ?> th st nd rd}day of )

BETWEEN

AND

()

This master agreement (“Agreement”) is entered into on this (^{=4): ?> th st nd rd}day of ), at Mumbai, India:

BY AND BETWEEN:

Credit Fair, , a company incorporated under the Companies Act, with CIN and having its registered office at . (hereinafter referred to as the “Company”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the ONE PART;

AND

() a registered company under the Companies Act, 2013 and having its registered office at () (hereinafter referred to as the “Merchant” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to include, its successors and assigns)

Of the OTHER PART.

“Parties” shall mean collectively the Company and Merchant and “Party” means each of the Company and Merchant individually.

WHEREAS:

Merchant is engaged in the business of providing ()
The Company desires to provide services of collecting information, data and documents relating to persons from various sources and in organising, processing, and disseminating such information, data, analysis and/or documents to Lenders (as defined hereinafter) to enable such other Lenders to provide various financial and other services;
Merchant desires to commence providing an option to Customers to express their interest in obtaining debt financing from one or more Lenders. In connection with such option, Merchant is desirous of providing to the Company, the Customer Data (as defined hereinafter) for onward transmission to Lenders, their agents, service providers, advisors or representatives;
The Parties wish to execute this Agreement to record the understanding between them to give effect to this arrangement.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

Definitions

In the Agreement, (i) capitalized terms defined by inclusion in quotations have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them under Schedule I:

Data Sharing
1. The Company use the Customer Data for the purposes contemplated under this Agreement, and in connection therewith, may use, retain, process, analyse, reproduce, transmit, distribute, or make available to financing any Lender, the Customer Data.

Merchant agrees that it shall:

on and with effect from the date of this Agreement, transmit, as mutually agreed by Parties, all relevant Data if any to the Company.
procure and maintain in full force and effect, consents from Customers (in form and substance acceptable to the Company) in relation to the transmission of the Customer Data by Merchant to the Company and the use and further dissemination of such Customer Data by the Company;
report to the Company promptly, any change in the Customer Data that had been previously transferred to the Company, as soon as Merchant becomes aware of such change;

Merchant shall ensure that the Customer Data is not deleted, removed, obscured or modified in any way prior to its transmission to the Company. Merchant shall transmit the Customer Data to the Company “as is” without any changes in substance of the Customer Data.
In the event that Merchant is required to suspend, blacklist, ban or prevent a Borrower from using Merchant’s Website/ Merchant’s services, it shall inform the Company within 3 days, providing full and complete details of the same.
Merchant shall keep the Company promptly informed of any change in credit or payment terms between Merchant and the Customers for the particular treatment for which customer has availed the EMI facility.
Either party is at liberty to enter into similar agreements with other entities without any notice to the other party.

Discount
1. The Merchant hereby agrees and acknowledges that the Lender is providing credit facilities on the understanding that the Merchant shall provide a discount as more particularly mentioned in Schedule II hereto (“Discount”) to the Lender for the provision of credit facilities to Interested Customers.
2. The Merchant undertakes and agrees that the Merchant is under a continuous obligation to provide the Discount and that Merchant shall not be discharged of this obligation whether the credit facilities are disbursed in a single tranche or in multiple tranches.
Consideration
1. As consideration for the performance of its obligations under and in accordance with this Agreement, the Company shall pay to Merchant consideration in the manner specified in Schedule II to this Agreement for as long as Merchant continues to be in compliance with its obligations under this Agreement.
Marketing
1. Merchant shall keep all Customers informed regarding their option to avail credit facilities from various Lenders represented by the Company.
2. Both Parties agree that it shall take all other actions in relation to marketing as may be mutually agreed between the Parties.
High Risk and Defaulting Borrowers
1. In the event the Company notifies Merchant that (i) a Prospective Credit Situation has occurred in relation to a Borrower or (ii) a Borrower is suspected by the Company or the Lender of being involved in a Prohibited Activity (such Borrower in relation to whom the Company notifies Merchant under this Clause being a “High Risk Borrower”), Merchant shall provide to the Company such further information pertaining to the High Risk Borrower as may be mutually agreed between the Parties. In any event, Merchant is not liable to recover or repay the loan, interest, penalty, etc from such a borrower. Merchant is merely extending the credit facility offered by the Company.
2. In the event the Company notifies Merchant that a Borrower has defaulted under the terms of any lending document pursuant to which it has availed credit facilities from a Lender (such Borrower who defaults being a “Defaulting Borrower”), Merchant shall:
  1. if required by the Company, withhold any amounts due to the Defaulting Borrower as instructed by the Company;
  2. extend all reasonable cooperation including liaising with the Customers to correct the default committed by the Defaulting Borrower.
Confidentiality Obligations

The Parties shall be bound by such confidentiality obligations as agreed to between that Parties vide a letter dated (^{=4): ?> th st nd rd}day of )

Refund Process and Transactions

Post disbursal of a loan, if the Borrower or Merchant decide to cancel the transaction for any reason, the amount refunded by the Merchant will be first provided to the Company towards repayment of the outstanding amount. If the Refund amount exceeds the Outstanding’s of the Company, the Merchant will refund the same to the Borrower. The Merchant will be required to intimate the Company of any such cancellation event within 7 days of it having taken place, and the Company will provide the Merchant with a Loan Closure statement at this time. The statement will clearly define the Account Outstanding’s (including Principal Outstanding, Interest charges and Fees if any)

Representations and Warranties
1. Each Party represents and warrants to the other Party that:

it possesses the requisite corporate power to enter into, perform and deliver, and has obtained all necessary corporate and shareholder consents to entry into, performance and delivery of the obligations under this Agreement and the transactions contemplated by this Agreement;
the entry into, execution, delivery and performance of the obligations under and the transactions contemplated by this Agreement will not violate any order, judgment, or decree of any court;
the entry into, execution, delivery and performance of the obligations under and the transactions contemplated by this Agreement will not violate any agreement between the Company and any other Person;
when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
it shall comply with applicable union, state and local laws, ordinances, regulations and codes in performing its obligations hereunder, including the procurement of licenses, permits and certificates and payment of taxes where required.
1. Merchant represents and warrants to the Company that it has procured and maintains, in full force and effect, all consents necessary from the Customers under applicable Law for all matters and transactions contemplated under this Agreement.
2. The representation and warranty provided by Merchant under Clause 8 above shall be deemed to be repeated and provided at every instance of transfer or transmission of Marketing Data and Customer Data from Merchant to the Company.
3. The Company represents and warrants to the Merchant that it has the requisite licenses & approvals to lend.
4. The Merchant shall obtain and maintain all licenses, registrations, approvals, permissions, sanctions, under applicable laws, if any, necessary to perform its obligations under the Agreement.
5. During the term of this Agreement, the Merchant shall disclose all material and relevant information, which may either affect the Merchant’s engagement with the Company currently or in the future or may be in conflict with the terms of this Agreement, either directly or indirectly.
6. The Merchant shall not issue any written communication on behalf of the Company or the Lender in relation to the services or arrangement set out in this Agreement to the Customers without the prior written consent of the Company.
7. It shall not disparage the Company’s services or Company’s brand name or good will during any interaction with the Customers.
8. The Merchant shall at all times comply with the written instructions or material or marketing content provided by the Company for procuring or communicating with Customers.
9. It shall not make any statements which are false, in deviation of the instructions of the Company or make any misrepresentations in relation to the services offered by Company. The Merchant shall ensure that it shall adhere to the timelines and perform services in a timely and efficient manner pursuant to its arrangement with the Customer.

Indemnification

Each Party shall indemnify and hold harmless (such Party being the “Indemnifying Party”) the other Party, its affiliates and their directors, officers, employees, agents, advisors and representatives (“Indemnified Parties”) from and against all direct and actual claims (including any claim by any third party, including a governmental authority), losses, damage, costs and expenses (including reasonable legal and other advisor fees) incurred or suffered by any Indemnified Party, which arises out of or is in relation with:

the breach by the Indemnifying Party of any obligation, representation, warranty and/or covenant contained in this Agreement; and
any act of fraud, negligence, misconduct or misrepresentation committed by the Indemnifying Party,
or breach of applicable law by the Indemnifying Party.
breach of confidentiality obligations.
Infringement of intellectual property rights of the Indemnified Party or any third party.

The Merchant shall also indemnify, defend, and hold harmless the Company and its officers, directors, etc. from and against any and all customer claims arising due to non-performance, inadequate performance, deficiency or insufficiency in services, any delay or default in the performance of services pursuant to its arrangement with the Customer.

Limitation of Liability.

The obligations of each Party under this Agreement are several (and not joint or jointly and severally).

In no event shall either Party be liable for any special, incidental, indirect or consequential damages of any kind in connection with this agreement, even if it has been informed in advance of the possibility of such damages.

Notwithstanding the foregoing, and except to the extent of liabilities arising out of violation of applicable laws, breach of confidentiality obligations, infringement of intellectual property rights, gross negligence or willful misconduct, the total liability of the Company under this Agreement, if any, shall not exceed INR 1,00,000.

Intellectual Property Rights
1. Each Party shall retain their respective rights, title and interest in its patents, copyrights, trademarks, proprietary marks and/or licensed software, service marks and trade secrets (“Intellectual Property Rights”).

The Parties agree that the Company owns and retains all right, title and interest in and to all reports, documents, materials, ideas, concepts, know-how, specifications, plans, notes, drawings, designs, pictures, images, text, audio-visual works, data, information and other items, expressions, works of authorship or work product of any kind that are authored, produced, created, conceived, collected, developed, discovered or made by the Company in connection with the Customer Data or which relate in any manner to the Customer Data.
The Merchant shall not use the Company’s brand name, logos, trademarks, images or other intellectual property for any purpose without the prior written consent of the other Party. In the event any such usage is granted under this Agreement, the usage shall be solely carried out in accordance with the specific purpose for which consent has been obtained.

Term & Termination
1. The initial term of this Agreement shall be 36 (Thirty six) months (“Initial Term”). At the end of the Initial Term, unless otherwise agreed between the Parties in writing, the Agreement shall stand renewed for a further period of 36 (Thirty six) months without any further act or deed by any Party. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated (i) by the mutual consent of Merchant and the Company; (ii) or by either Party, upon giving 90 (Ninety) days’ notice to the other Party.
2. The Company may terminate this Agreement forthwith (i) if the Merchant breaches any obligations or representations or warranties under this Agreement and such breach (if capable of being cured) is not cured or corrected within 15 (fifteen) days after receipt of written notice thereof from the Company; (ii) if Merchant is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, which petition is not dismissed within sixty (60) days of being brought; (iii) if Merchant makes an assignment for the benefit of creditors; or (iv) if a receiver, trustee or similar agent is appointed with respect to any property or business.
3. Consequences of termination or expiry of this Agreement:
1. The Merchant shall forthwith cease to use any trademarks, logos, trade names and any other intellectual property of the Company as may be authorized pursuant to this Agreement;
2. The Merchant shall promptly return or destroy as per the instructions of the Company, all the tangible and/or intangible Confidential Information and intellectual property of the Company in its possession or control;
3. The expiration or termination of this Agreement for any reason will not release Parties from any liabilities or obligations set forth herein which (a) the Parties have expressly agreed will survive any such expiration or termination; or (b) remain to be performed; or (c) by their nature are intended to survive expiry or termination of the Agreement.
Accounts and Audit

The Merchant shall maintain in good order and as per generally accepted industry practices, its records, books and information relevant in respect of the services under this Agreement. The Merchant shall provide access and make available all the records, documents, books and accounts, operations and any other necessary information under this Agreement to the Company, its authorised representatives and the RBI as and when required, under applicable laws.

Notices

Any and all notices, invoices, documents and other information to be given by one of the Parties to the other shall be deemed sufficiently given when forwarded by registered post with acknowledgment due or hand delivery to the other Party at the addresses mentioned above, or by way of email at the email addresses provided by one party to the other under this Agreement. Each Party shall notify the other in writing of any changes to such addresses.

Governing Law and Jurisdiction

This Agreement and the relationship between the Parties hereto shall be governed by, and interpreted in accordance with, the laws of India. The courts at Mumbai shall have the exclusive jurisdiction over any disputes arising out of or in relation to this Agreement subject to arbitration clause as provided hereunder.

Arbitration
1. If any dispute, controversy or claim between the Parties arises out of or in connection with this Agreement, including the breach, termination or invalidity thereof (the “Dispute”), the Parties shall use all reasonable endeavours to negotiate with a view to resolving the Dispute amicably.

If a Party gives the other Party notice that a Dispute has arisen (a “Dispute Notice”) and the Parties are unable to resolve the Dispute amicably within 15 (Fifteen) days of service of the Dispute Notice (or such longer period as the Parties may mutually agree), then the Dispute shall be referred to arbitration and be finally settled by arbitration under the Indian Arbitration and Conciliation Act, 1996 in accordance with the terms of this Agreement.

There shall be arbitrator as mutually decided by the Company and the Merchant, who shall be appointed by the Company. He venue of the arbitration shall be Mumbai, India and the language of the arbitration shall be English.

Any arbitral award shall be final and binding on the Parties and the Parties waive irrevocably any rights to any form of appeal, review or recourse to any state or other judicial authority in so far as such waiver may validly be made.

Miscellaneous
1. Assignment

Either Party may assign or transfer its respective rights and obligations hereunder to any other Person with prior written consent of the other Party. However, the Company shall have the right to assign the agreement and its obligations/liabilities hereunder without prior consent of the Merchant.

Amendments

Except as otherwise agreed under this Agreement, this Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties.

No Partnership

No Party shall act as an agent of the other Party or have any authority to act for or to bind the other Party.

Independent Rights

Each of the rights of the Parties are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise. Provided that where different rights are created as a result of or on account of a single cause of action, where a Party has achieved complete remedy by pursuing one course of action, such Party shall not be entitled to pursue other causes of action to seek further remedies for the same cause of action.

Specific Performance

The Parties agree that damages may not be an adequate remedy and that the Company shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Merchant from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes any and all prior agreements, including letters of intent and term sheets, either oral or in writing, between the Parties with respect to the subject matter herein, including in relation to any confidential information shared between the Parties. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

Partial Invalidity

If any part of this Agreement is deemed invalid, void, or for any reason unenforceable, that part of the Agreement will be deemed severable and will not affect the validity and enforceability of any remaining part of the Agreement.

Survival

The termination of this Agreement shall in no event terminate or prejudice (a) any obligation of either of the Parties arising out of or accruing under this Agreement attributable to events or circumstances occurring prior to such termination; (b) any provision which by its nature is intended to survive termination.

Further Assurances

The Parties shall promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, as may be deemed necessary or desirable in obtaining the full benefits of this Agreement.

Costs and Expenses

Each of the Parties shall bear their own legal costs, disbursements charges and expenses incurred in and about the negotiation, preparation and execution of this Agreement and any other document executed in connection with this Agreement, provided however that all stamp duty payable in relation to this Agreement and any other document executed in connection with this Agreement shall be borne by the Company.

No Poaching

For the term of this Agreement and for the period of twelve (12) months thereafter, without the prior written consent of the other party, neither party shall either directly or indirectly solicit or entice away (or seek or attempt to entice away) from the employment of the other party, any person employed (or any person who has been so employed in the preceding twelve (12) months) by such other party in the provision or receipt of the Services. For the avoidance of doubt, this Clause shall not apply to unsolicited responses by employees to general recruitment advertising.

Force Majeure.

Neither Party shall be liable for failure to timely perform under this Agreement to the extent that its performance is delayed by a force majeure event when caused by any of the following which are beyond the Party’s reasonable control, without the Party’s fault or negligence, and which could not have been avoided by the Party’s use of due care, including but not limited to, acts of God including hurricanes, tornadoes, earthquakes and floods; acts of terrorism; civil unrest; interference by civil or military authority, including war and embargoes; fires; epidemics; and labour strikes (other than labour strikes with the work force of the delayed Party) (“Force Majeure”). It is clarified that Force Majeure shall not include the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the execution of this Agreement.
For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either Party to make a profit or avoid a financial loss, (b) changes in the market prices or conditions, or (c) a Party's financial inability to perform its obligations hereunder. The Party claiming Force Majeure will use commercially reasonable efforts to minimize the delay.

[FOLLOWING THIS PAGE IS THE EXECUTION PAGE]

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED AND DELIVERED BY THEIR DULY AUTHORISED REPRESENTATIVES AS OF THE DAY AND YEAR HEREINABOVE WRITTEN

Signed and delivered [for and on behalf of]/[by]

By: VIKAS AGRAWAL

Title: CO-FOUNDER

Signed and delivered [for and on behalf of]/[by]

()

By: ()

Title:

I have read all the terms and conditions mentioned in the agreement and I agreed to it.
(Owner) signed this agreement at on

(Co-Applicant) signed this agreement at on

SCHEDULE I

Definitions

“Borrower” means a Customer who has availed of any credit facility from a Lender;

“Customer Data” means, all information regarding the Customer’s transactions, sales, revenue, ratings or feedback in relation to services provided by the Merchant, history of business, payment history, cancellation and refund history, all corporate data, PAN number, TAN number, GST registration, credit period and/or terms provided by Merchant and other information of a similar nature in relation to transactions in each case; and such other information, as may be mutually agreed between the Parties from time to time in relation to the Customer s; and

“Customers” includes businesses, individuals, body corporates who transact with the Merchant.

“Designated Bank Account” means the bank escrow account of the Merchant to which the payments in relation to transactions carried out by the Customer;

“Interested Customer” means a Customer who has expressed interest in availing any credit facility from a Lender;

“Lender” means any Person that avails of technology, data mining and/or analytics services from the Company for the purpose of providing credit facilities to Interested Customers;

“Marketing Data” means segment level information or anonymized transaction and Customer profile data, or as may be mutually agreed between the Parties from time to time;

“Person” includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated rganization, a joint stock company, a bank, a non-banking financial company or other entity or rganization, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity;

“Prohibited Activity” means any act is illegal or fraudulent or otherwise prohibited by law;

“Prospective Credit Situation” means any event or circumstance which causes a determination to be made by any Lender that a Borrower’s risk of a being unable to meet its financial obligations to such Lender may increase;

SCHEDULE II

(COMMERCIAL TERMS)

1. The consideration for the data sharing arrangement as detailed hereinabove shall be Rs One only per month.

2. The Company will disburse the total order value (inclusive of taxes) as detailed below:

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Particular

% of total order value disbursed

phase disbursement

1): ?> (Post Installation)

per_disbursement_amount; ?>% of Loan Value

(Net of Subvention and advance)

Upfront 100% disbursement”

3. Discount shall be calculated on the total order value (exclusive of taxes) and based on the tenure of the loan that is disbursed as detailed below:

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EMI Options	Discount on total order value %
Upto tenure; ?> Months EMI Options	subvention; ?>%

For any tenure above months, maximum discount shall be % rate.

*Company’s fees are exclusive of taxes (GST)

Disclaimer: It is clarified that in the cases where the loans are disbursed by/through the Lender (affiliated with the Company) pursuant to the understanding recorded under this Agreement, the Lender would directly raise their invoice in favor of the Merchant by keeping the Company in loop. In such cases, the Merchant shall deduct TDS against the respective invoice of the Lender and not in favor of the Company.

^{=4): ?> th st nd rd}day of

Subject: Master Agreement dated ^{=4): ?> th st nd rd}day of (“Agreement”) executed between (“Merchant”) and (“Company”)

Dear ,

This is with reference to the Agreement executed between the Merchant and the Company pursuant to which Merchant desires to commence providing an option to Customers to express their interest in obtaining debt financing from one or more Lenders. Pursuant to the said Agreement, the parties wish to share certain confidential information with each other.

In light of the said Agreement, “Confidential Information” means any information, financial, technical data or know-how, including, but not limited to, that which relates to research, products, services, business plans, customers, markets, software (including source and object code), graphic user-interface, computer programs, algorithms, hardware configuration, developments, inventions, processes, designs, drawings, engineering, marketing or finances, which confidential information is designated in writing to be confidential or proprietary or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. The Confidential information shall not include any know how, technical or otherwise, already present with the Merchant and the Company prior to signing of this Agreement.

Further all information provided for under this Clause 3 shall not be construed as Confidential Information:

information that is lawfully known by the either Party at the time of disclosure without any obligation to keep the same confidential; or (b) information that becomes, through no fault of the either Party, known or available to the public; or (c) information that is independently developed by the one Party without use or reference to such Confidential Information; or (d) information that is rightfully disclosed to one Party by a third party without any restrictions on disclosure; or (e) Customer Data that is provided by Merchant to the Company with Customer consent to facilitate the lending process; or (f) information that is developed by either Party as a derivative work based on any Confidential Information for any purpose contemplated under the Agreement.

Both Parties (including its staff and agents) shall (i) not to use Confidential Information for any purpose other than in relation to the services contemplated under this Agreement ; (ii) except as provided for under this Agreement, not disclose the Confidential Information to any other party except to such of its staff and agents who have a need to know for the Purpose and have been properly briefed regarding the restrictions on use and disclosure; and (iii) take proper care and all reasonable measures to minimize the risk of unauthorized disclosure or use of the Confidential Information with at least the same standard of care as the Company applies to its own Confidential Information.

In the event of any request to disclose Confidential Information is received by any Party, that Party shall firstly, promptly notify the other Party thereof, and upon the request of the latter, shall fully cooperate with the former in contesting such disclosure and secondly, the former shall only disclose so much of Confidential Information to the authority compelling disclosure, as is required by law.

The obligation towards non-disclosure of Confidential Information shall survive for a period of 1 (One) year from the termination/expiry of the Agreement.

Notwithstanding anything contained herein the Parties shall preserve all Confidential Information during the pendency of this Agreement and for a period of 3 (Three) years from the date of termination the Agreement or for any other such time period prescribed by law.

All terms not defined under this letter shall have the same meaning as prescribed to it under the Agreement.

Please share with us an executed copy of the letter for our records.

For Read and Accepted

I have read all the terms and conditions mentioned in the agreement and I agreed to it.
(Owner) signed this agreement at on

(Co-Applicant) signed this agreement at on