Channel Partner T&C

ANNEXURE – A

(“The Channel Partner Terms & Conditions – Referral and Fulfillment Model”)

Unless the context otherwise required, the following terms and expressions shall bear the following meanings

1. INTERPRETATION

In this Agreement (including the Recitals):

• 1.1 The following words and expressions shall have the following meanings:
  • 1.1.1 Application Programming Interface (APIs)”

    shall mean Application Programming Interface (API) in the form provided by IDFC FIRST Bank for the purpose of facilitating the Service Provider’s Services.

  • 1.1.2 “Affiliate” means:
    • (a) with reference to individual any relative of such individual or any partnership firm where such individual or relative of the individual is a partner or any company where the individual or his relative is a [director/ in control of the company];
    • (b) with reference to a company a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such company;
    • (c) with reference to a partnership firm, any partner of such partnership firm or any company in which such partner is a director or member having 30% or more ownership of the Company ;
    • (d) with reference to a HUF, all the members of such HUF;
    • (e) with reference to a trust, all the trustees of such trust;
    • (f) with reference to an Association of Persons, all the persons belonging to the Association of Persons.
  • 1.1.3 “IDFC System” shall mean the technology enabled banking system provided by the bank to the Channel Partners effective only during the term, a personal, nonexclusive, nontransferable, non assignable, non sub licensable, revocable permitted for only limited usage as per the agreed scope of work and at all times subject to and in accordance with all applicable laws, rules and regulations.

• 1.2 Unless the context or meaning thereof otherwise requires, reference in this Agreement:

  • 1.2.1 To any deed, document, writing or to any statute shall include any modification, re­enactment or extension thereof;
  • 1.2.2 To an Article, a Clause, a Sub-Clause or to a Schedule or an Annexure is reference to the same as contained in this Agreement, unless specifically referenced to a different instrument;
  • 1.2.3 Annexure to this Agreement is an integral part of this Agreement and references to this Agreement include references to the Annexure.
  • 1.2.4 Headings are for ease of reference only, and shall not be taken into account in constituting this Agreement.
  • 1.2.5 Reference to any singular includes plural and vice versa;
  • 1.2.6 Reference to any gender includes any other gender.

2. *SCOPE OF SERVICES & PROCESS:

*[Scope of Work and Charges will vary depending upon the services offered]

• 2.1 SCOPE OF SERVICES
  • 2.1.1 Promote IDFC FIRST BANK Financial Products and such other financial products as may be launched by IDFC FIRST BANK in future through Branch/Distribution/Virtual network of Channel partner;
  • 2.1.2 Channel partner shall set in place process and mechanism, including all information technology developments in form of a technology enabled platform, to provide the option of loan facility to such select Customers/Merchants who fulfill the criteria prescribed by the Bank from time to time.
  • 2.1.3 Financial products shall be uploaded on the Channel partners Website/App and the Channel partner shall be responsible for reviewing all Product offers on the Website and shall ensure that all offers published / stated / advertised are up to date in compliance with all regulatory requirements.
  • 2.1.4 Channel partner shall transmit information filed online by the Customer through the Website to the Bank digitally and/or to APIs provided by the Bank or vendor who is working for the Bank. The data can also be shared in periodic excel format if required.
  • 2.1.5 Channel partner shall run proprietary verification engines to automatically prevent fraud and assess the authenticity of the Customers. Channel partner shall make commercially reasonable efforts to provide accurate results based on its verification engines but does not assume liability for any usage of this data.
  • 2.1.6 Channel partner shall ensure that the Product credit information provided by the bank shall be confidential in nature and shall further ensure that secure technology of the Website/App and privacy policy will maintain the confidential nature of such information.
  • 2.1.7 Identify potential Borrowers on the basis of the eligibility criteria stipulated by IDFC FIRST BANK. It is agreed between the Parties that the eligibility criteria for different Products will be different and the same will be communicated by IDFC FIRST BANK to the Channel partner from time to time;
  • 2.1.8 Screen such potential Borrowers (including reviewing the necessary information such as proof of identification, financial background, income status, personal background, etc., as required by IDFC FIRST BANK);
  • 2.1.9 Perform risk assessment (basis agreed process) of the customers who are desirous of availing the Loan Products from IDFC FIRST BANK;
  • 2.1.10 Prepare a risk assessment report for each such potential Borrower wherever necessary;
  • 2.1.11 Follow the guidelines circulated from time to time by the regulatory as well as statutory authorities regarding the operation of this Agreement, as will be communicated to Channel partner by IDFC FIRST BANK;
  • 2.1.12 Facilitate communication with the Customers, collection of documents, compliance of the KYC process for IDFC FIRST BANK including OSV certification in accordance with the rules as communicated from time to time by IDFC FIRST BANK including facilitation of verification of the Customers’ personal information/data in accordance with IDFC FIRST BANK policies and procedures as communicated to Channel partner from time to time;
  • 2.1.13 Process and submit Customers applications for the Loans to the designated branches of IDFC FIRST BANK/Central office of IDFC FIRST BANK;
  • 2.1.14 Execute necessary agreements with respect to sanction and disbursement of the Loans / credit limits sanctioned by IDFC FIRST BANK;
  • 2.1.15 Servicing the Borrowers including collection of funds and fees from Customers for Loans in accordance with IDFC FIRST BANK policies and procedures as communicated to Channel partner from time to time;
  • 2.1.16 Ensure collection of dues from the Borrowers;
  • 2.1.17 Follow up on repayment of the Loan / credit limit by the Borrowers, issuing reminders to the Borrowers towards the installments due and to carry out such other related activities as necessary in this regard, from time to time;
  • 2.1.18 Debit / pay the amount due (being the amount paid by the Borrowers towards repayment of Loan and interest and the amount payable by Channel partner in lieu of the Discounts offered by it to the Borrowers) to IDFC FIRST BANK;
  • 2.1.19 Assist in enforcement of the agreements executed between IDFC FIRST BANK and Borrowers, if necessary;
  • 2.1.20 Provide such other future service for the Loans on behalf of IDFC FIRST BANK, duly authorised by the appropriate authorities of IDFC FIRST BANK, as mutually agreed upon by the Parties from time to time; and
  • 2.1.21 Where specifically requested by IDFC FIRST BANK, assisting IDFC FIRST BANK in all ancillary and incidental activities related to the aforesaid services.
• 2.2 PROCESS FLOW
  • 2.2.1 In case the Customer is willing to avail IDFC FIRST BANK Financial Products, the Channel partner shall collect the documents, as stipulated by IDFC FIRST BANK from time to time, from the Customer for carrying out the processing of the Loan.
  • 2.2.2 IDFC FIRST BANK shall provide access of IDFC FIRST BANK System to the Channel partner for enabling the Channel partner to input Customer data in IDFC FIRST BANK System to process the Loan and accordingly the Channel partner access the IDFC FIRST BANK System and upload Customer data to the IDFC FIRST BANK System.
  • 2.2.3 Once the customer data is uploaded in the IDFC FIRST BANK System, IDFC FIRST BANK shall process the Loan and advise the Channel partner about the eligibility of the Customer to the Channel partner.
  • 2.2.4 Once IDFC FIRST BANK advises the Channel partner that the Customer is eligible for the Loan, Channel partner shall advise the same to the customer and collect all documents as stipulated by IDFC FIRST BANK from time to time including KYC documents, Loan Documents properly executed by the Customer, Security Documents, ECS Instruction Form from the customer and upload/provide the details of the same to IDFC FIRST BANK.
  • 2.2.5 The Channel partner shall hand over the Loan Documents completed in all aspects and the file to IDFC FIRST BANK post which IDFC FIRST BANK shall disburse the Loan.
  • 2.2.6 The Channel partner shall use its own distribution network and resources to originate all the Loan products using the underwriting methodology or automated scorecard or proprietary processes of IDFC FIRST BANK.
  • 2.2.7 IDFC FIRST BANK shall provide necessary training to the Channel partner’s front end employees for origination of Loans with the help of IDFC FIRST BANK’s employees. The Channel partner shall recruit, employ, engage and remunerate such employees, officers, associates, consultants in accordance with applicable laws.
  • 2.2.8 The Channel partner shall conduct the field investigation before disbursing Loan to the Customer.
  • 2.2.9 Both the Parties hereby agree that the detailed scope of work of the Channel partner and process flow for different IDFC FIRST BANK Financial Products are different and the same shall be mutually agreed between the Parties from time to time and such scopes of work and process flow agreed between the Parties shall be treated as part and parcel of this Agreement as if the same are specifically incorporated herein.
• 2.3 OTHER RESPONSIBILITIES
  • 2.3.1 The Channel partner undertakes that amounts collected from the Customer shall be acknowledged by issuing a receipt either by the way of physical receipt, thermal receipt (thermal receipt being transaction slip generated through mobile-BT printer), e-receipt and SMS. However, the Channel partner shall be responsible to ensure that the Channel partner maintains entries for amounts so collected by the Channel partner from the Customers.
  • 2.3.2 The Channel partner shall facilitate execution of Loan Documents by the Customers for whom IDFC FIRST BANK has agreed to provide the Loans.
  • 2.3.3 The Channel partner shall promptly provide the brochure supplied by IDFC FIRST BANK to Customers.
  • 2.3.4 The Channel partner shall undertake to perform Services in accordance with the instructions given by IDFC FIRST BANK from time to time.
  • 2.3.5 The Channel partner undertakes that any equipment and technology used by it comply with industry standards and is updated regularly.
  • 2.3.6 The Channel partner hereby agrees and confirms that it will disclose, forthwith, instances of security breaches, if any, as soon as the same comes to its notice.
  • 2.3.7 The Channel partner shall not demand, collect/recover any commission/service charges or other monies from the Customers introduced by it to IDFC FIRST BANK under this Agreement without prior approval of IDFC FIRST BANK.
  • 2.3.8 The Channel partner shall adhere to Reserve Bank of India’s code of conduct for recovery, to the extent applicable to the Channel partner’s obligations and services hereunder. The Channel partner’s failure to adhere to said code of conduct should be deemed to be a material breach of this Agreement and IDFC FIRST BANK should have, without prejudice to its other rights, the right to terminate this Agreement with immediate effect.
  • 2.3.9 The Channel partner at all time will meet with the product policies / specifications for each IDFC FIRST BANK Financial Product and shall not alter any of the terms with respect to the product without the prior consent of IDFC FIRST BANK.
  • 2.3.10 The Channel partner shall deposit the amount collected from Customers to the designated bank account of IDFC FIRST BANK, which will be communicated by IDFC FIRST BANK to the Channel partner, by way of electronic transfer or by depositing the amount in the nearest branch/office of IDFC FIRST BANK and provide the details of the amount collected from the Customers within 03 (three) Business Days of collection of the said amount.
  • 2.3.11 If the Channel partner is desirous to offer any incentives to Borrowers in the form of discounts, waiver of one or more EMI and such other concessions (“Discounts”), then the Channel partner has to take prior permission from IDFC FIRST BANK and the entire cost of such incentives shall be solely borne by the Channel partner.
  • 2.3.12 This appointment is made on a non- exclusive basics and the Bank is free to appoint other agents as its choice.
  • 2.3.13 It is agreed between the Parties hereto that the Bank shall have the sole and exclusive discretion either to accept or reject any of the proposals from the customers of Channel Partner for availing finance from the Bank. Such decisions of the Bank shall be final and conclusive.

3. SERVICE CHARGES:

• 3.1 In the course of Channel Partner carrying out the activities as per this Agreement, to Bank shall pay Charges to Channel Partner as communicated from time to time, and/or also reimburse expenses as part the pre-agreed terms and conditions.
• 3.2 Channel Partner should ensure that the bill for the payment (including any statutory dues) should be raised by it, as may be agreed between the Bank and Channel Partner from time to time. The terms of payment may be changed from time to time at the sole discretion of IDFC FIRST Bank. Penalties/liquidated damages, if any, shall be deducted from the invoice value.”
  OR
  ”IDFC FIRST Bank will send a communication, either digitally through the system or physical, pertaining to the pay-out/ brokerage/Volume Linked Incentive for specified period. The Channel Partner, on receipt of such communication, will have to revert within 3 working days in case of any discrepancy. In case of non-receipt of such revert from Channel Partner, after 3rd Day, IDFC FIRST Bank will credit the said amount to the Channel Partner’s designated Bank Account. Any discrepancy or objection raised after said 3rd Day, same will be considered and evaluated in the next billing cycle”.
  Any of the above said mechanism for the payment will be followed in the sole and absolute discretion of the bank and Channel Partner shall accept the said payment mechanism and shall not raise objections thereto.
• 3.3 All the payments to Channel Partner shall be subject to the performance of the services as per this Agreement, to the satisfaction of the Bank. Channel Partner permits the Bank to hold or deduct the amount from invoices, for non-performance or part performance or failure to discharge obligations under this Agreement
• 3.4 Channel Partner further agrees that in the event of foreclosure of any contract sourced through Channel Partner within a period of one year from the date of contract between the sourced customer and the Bank, the proportionate amount payable/paid to Channel Partner will be adjusted against future charges payable to Channel Partner.
• 3.5 The Bank may withhold payment to Channel Partner due to any question that may be raised by the Bank Such non-payment shall not constitute a default or breach of this Agreement. In the event of any dispute between Channel Partner and the Bank with respect to the invoiced services or other related matters, the Bank shall pay the undisputed amount and Channel Partner and the Bank shall promptly seek to resolve the disputed matters. Channel Partner hereby unconditionally and irrevocable agrees with the Bank that pending resolution of such dispute or pending payment to Channel Partner by the Bank, Channel Partner shall not stop its services to the Bank but continue to render the same in accordance with this Agreement.
• 3.6 Channel Partner shall be responsible for and pay all taxes, levies, duties, assessments and deductions of every nature required by law in connection with the provision of the services under this Agreement including inter-alia , statutory dues payable under various laws, statues to any government authorities, semi-government authorities and other statutory bodies in connection with and/or arising under this Agreement and hereby indemnifies, defends and holds harmless the Bank for any loss (whether financial or non-financial AND whether direct or indirect) suffered by the Bank and/or any oftheir shareholders, directors, officers, employees and agents, from any and/or all liability that may become due on account of any alleged non-payment of any or all of such taxes, levies, duties, assessments, or deductions, statutory dues including, among other things, any penalties and interest thereon assessed by any federal, state or local government authority against the Bank and all costs and expenses including attorney’s fees incurred in defense of any such assessment, non-payment of statutory dues.
• 3.7 In the event of any misappropriation of funds by Channel Partner or its employee/s the said amount shall be adjusted against charges payable to Channel Partner by the Bank.
• 3.8 Notwithstanding anything contained in this Agreement
  
  • 3.8.1 Under no circumstances shall the Bank be liable to Channel Partner and/or its employees/personnel/ representatives/agent etc. for direct, indirect, incidental, consequential, special or exemplary damages arising from termination of this Agreement;
  • 3.8.2 The Bank shall not have any liability whatsoever in case of any third party claims, demands, suit, actions or other proceedings against Channel Partner or any other person engaged by Channel Partner in the course of performance of its services as per this Agreement;
  • 3.8.3 The Bank reserves the rights to dispute/deduct payment/withhold payments/further payment due to Channel Partner, if Channel Partner has not performed the services in accordance with the provisions of this Agreement which the Bank at its sole discretion shall adjudge

4. TRAINING FOR QUALITY AND PERFORMANCE STANDARD:

• 4.1 The Bank may in such form and manner as deem fit assist Channel Partner to enhance its quality, professional effectiveness and performance standard, in the following manner:
• 4.2 Training: The Bank may provide ongoing training to Channel Partner and its employees in such areas as it may deem necessary including salesmanship and communication.
• 4.3 Advertising: The Channel Partner agrees to advertise its services either alone or jointly with the bank in offering the products provided that no such advertisement shall be issued or published without the written approval of the designated officers of the bank. In all such advertising materials, the Channel Partner agrees to prominently display that it is an IDFC FIRST Bank associate”. If such advertising is issued or published by the Channel Partner, alone, it shall pay the cost thereof and if it issued or published jointly by the Channel Partner and the bank, the cost thereof shall be born in such manner as may be mutually agreed in writing. The bank may provide relevant and appropriate promotional and advertising support to facilitate the marketing of its financial products and schemes and the Channel Partner agrees to provide adequate space at its business premises for the display of the bank brochures and other promotional materials.

5. REPRESENTATION AND WARRANTIES

Channel Partner hereby represents, warrants and confirms that:

• 5.1 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 Channel Partner’s obligations 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).
• 5.2 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 its obligations in accordance with the terms of this Agreement and to the satisfaction of the Bank, provided however that the Bank’s judgement as regards the quality and skills of Channel Partner and its facility, staff, shall be final and binding on Channel Partner.
• 5.3 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 Channel Partner with any other person.
• 5.4 Is well aware of the requirements of the Bank with regard to the services, as also the regulations of the Reserve Bank of India applicable to the Bank in regard to the Bank availing of services from Channel Partner.
• 5.5 Has adequate and effective quality and internal controls measures and management information systems, in place for the purpose of providing such services and for regular internal appraisal with respect to performance in respect of such services to the Bank.
• 5.6 Has a robust and periodically tested contingency and business resumption plan, including adequate resources, systems and all other infrastructure requirements, in place, to ensure that services to the Bank would not be adversely affected in any manner on account of factors including but not limited to systems break-downs and/or natural and/or man-made disasters, which may cause disruption in the normal functioning of Channel Partner.
• 5.7 Channel Partner does not have any business relationship with the Bank including its directors and officers which may result in any conflict of interest between Channel Partner and the Bank. On occurrence of any such event, Channel Partner shall immediately inform the Bank about the same;
• 5.8 Neither Channel Partner nor any of Channel Partner’s employee/director has been barred from providing the services as per this Agreement nor has been blacklisted by any bank, statutory or regulatory or investigative agencies in India or abroad
• 5.9 Is professionally managed and is independent of the Bank as well as officers and/or employees of the Bank and any of their relatives (where the word “relatives” shall bear the meaning ascribed thereto in the Companies Act, 1956/2013, as amended from time to time).
• 5.10 Channel Partner represents, warrants and agrees that it (a) has sufficient ownership and/or license rights in and to Client/Customer Data, and (b) Client Data is and shall be at all times non-personally identifiable to any person, entity or consumer, (c) has obtained from all Consumers, and other third parties, all consents and authorizations, and has provided all required notices with respect to the disclosure and use of Client Data as contemplated in the Agreement, (d) has full right and authority to provide to the Bank, for all purposes contemplated in the Agreement, all Client Data and shall not provide any Client Data to the Bank that (i) infringes or violates any Intellectual Property Rights, publicity, privacy, confidentiality, contractual or other rights, or any foreign, federal, state or local law or regulation, (ii) is defamatory, offensive, misleading, false, harmful to minors, or obscene, or (iii) contains any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data or personal information.
• 5.11 Channel Partner understands and acknowledges that there are inherent risks involved in sending the instructions/communications/documents to the Bank via emails and hereby agree and confirm that all risks shall be fully borne by him and he assumes full responsibility for the same. He will not hold the Bank liable for any losses or damages including legal fees arising owing to any miscommunication or technological error beyond the control of the Bank. Bank shall not be responsible to ensure the authenticity, validity, or source of any instructions/documents and shall not be liable if any instructions/documents turned out to be unauthorized, erroneous, or fraudulent.

6. DUTIES & OBLIGATIONS OF CHANNEL PARTNER:

• 6.1 Channel Partner shall understand the financial products and schemes of the Bank in order to be in a position to explain and highlight the beneficial aspects of the financial products and schemes to the customers.
• 6.2 Channel Partner shall exert its best efforts to seek out and identify prospective customers, promote and obtain orders for the financial products in the Territory and promptly follow up inquiries, leads and correspondence with the customer.
• 6.3 Channel Partner shall collect all pre-disbursement documents from the customers to whom the Bank has either provided finance or agreed to provide finance and submit the same to the bank without any undue delay.
• 6.4 Credit Appraisal: It shall be the duty of Channel Partner to identify genuine customers based on the standards and norms prescribed by the Bank from time to time for availing of the financial facility from the Bank.
• 6.5 If Channel Partner willfully suppresses any information or contacts itself in such a manner to be guilty of inducing the Bank to accept any proposal for the ulterior benefit of Channel Partner, Channel Partner shall be held liable for the loss caused to the Bank and it shall be open to the Bank to terminate this Agreement and take recourse to appropriate legal proceedings.
• 6.6 Channel Partner shall not carry out any transaction in cash with the customers or the prospective customers.
• 6.7 Channel Partner shall under no circumstances either share in part or in full the commission/payments received by Channel Partner from the Bank with the prospective Customers nor will Channel Partner provide to the prospective customer any incentive either in cash or kind. Channel Partner shall not launch any promotion scheme pertaining to any product of the Bank without prior written approval of the Bank.
• 6.8 Channel Partner shall not accept any payments from the customers of the Bank, in the name of Channel Partner or in the name of its employees/associates.
• 6.9 While Channel Partner should take all effective action and adopt such measures as are necessary to perform its duties, which may at times include collecting payments from its customers for transactions executed with the Bank, Channel Partner shall use only lawful measures end on no account shall commit violence to the person or the property of anyone. The Bank shall not be liable for the consequences of any action of Channel Partner or anyone acting on its behalf which in any way violates this clause for which Channel Partner alone shall be liable.
• 6.10 Channel Partner shall not resort to intimidation or harassment of any kind either verbal or physical against any of the customer and shall not intrude the privacy of the customer’s family members, referees and friends, anonymous calls or making false and misleading representations.
• 6.11 Channel Partner may, in his signage and promotional material, inscribe that it is a Channel Partner of the Bank. Channel Partner shall not use the name logo, or any trade name or trademark/copyright of the Bank without prior written consent of the Bank.
• 6.12 The Channel Partner shall make no promises, representations, warranties or guarantees with respect to the financial products of the Bank without prior written consent of the Bank. Also the Channel Partner shall not make any statement/ representation I warranty/promises or assurances on behalf of the Bank to the customers beyond what is contained in the brochures or catalogues setting out the financial products and schemes as issued by the Bank.
• 6.13 The Channel Partner shall not incur or purport to incur, without the Bank’s prior written consent, any liability or commitment on behalf of the Bank or pledge or purport to pledge the Bank’s credit.
• 6.14 If Channel Partner during the performance of its duties does any collection on behalf of the Bank, the same should be done strictly in conformity with the IBA’s code for collection and further Channel Partner should refrain from doing any action that could damage the integrity and/or reputation of the Bank and that Channel Partner should observe strict customer confidentiality.
• 6.15 If Channel Partner is desirous to using subcontractors, subagents and modify any of the processes for more efficiently providing the services under this arrangement then Channel Partner shall obtain prior written consent of Bank before affecting the same. However, Channel Partner shall remain responsible and continues to remain responsible for all the actions and omission of such sub-contractor and in case the Bank suffers any loss then Channel Partner shall indemnify such loss.
• 6.16 Channel Partner declares that it is not involved directly or indirectly in any complaint, case, dispute or proceedings, whether civil or criminal, with any persons, authorities in connection with marketing of various financial products or in relation to any other matter.
• 6.17 Channel Partner hereby agrees and covenants that Channel Partner shall immediately notify the Bank in writing of any event which may result in or which may give reason to believe that there may be a work stoppage, slowdown, or other impediments or disruptions in the due performance of the obligation of Channel Partner under this Agreement.
• 6.18 Channel Partner hereby confirms that they have received the copy of BCSBI Code of July, 2006 (Banking Codes and Standards Board of India) as amended from time to time and which is specifically in relation to Code of Bank’s Commitment to Customers from the Bank and further confirms that Channel Partner will strictly comply and adhere to the said BCSBI Code
• 6.19 In case of rendering tele-marketing for the bank, Channel Partner hereby confirms that:
  • 6.19.1 Channel Partner has/have acquired the ‘140’ number lines and is duly registered as a telemarketer with TRAI.
  • 6.19.2 Channel Partner would register itself/themselves with the DNCR (Do not call registry) and calls will be made only from those numbers which have been registered and after scrubbing the data for DNC numbers and/or carrying out the screening of the calling list as stipulated by TRAI (Telecom Regulatory Authority of India). Channel Partner further confirms that it would only call on those telephone numbers who have not been registered with DNCR and would not call on those telephone numbers who have registered with DNCR.
  • 6.19.3 That it shall adhere to and comply with the Telecom Commercial Communications Customer Preference Regulations, 2010 and all amendments thereto from time to time, so as to provide an effective mechanism for curbing unsolicited commercial communication.
  • 6.19.4 Channel Partner shall ensure that no unsolicited commercial communication is made to the customers or subscribers by the Channel Partner or by any of Channel Partner’s staff associated, employed with/by Channel Partner or by any person/s engaged by Channel Partner or by any person/s acting by/under the Channel Partner’s instructions or the instructions of the Channel Partner’s staff, agents etc. as the case may be.
  • 6.19.5 No commercial calls shall be made from any mobile phones or from any numbers other than the 140 lines and only after scrubbing the data for DNC numbers.
• 6.20 Channel Partner hereby agrees that it shall be the responsibility and the liability of the Channel Partner to ensure that staff associated , employed with/by Channel Partner or by any person/s engaged by Channel Partner or by any person/s acting by/under the Channel Partner’s instructions or the instructions of the Channel Partner’s staff, agents etc. as the case may be is/are made, fully aware of and that they shall adhere to and comply with the provisions of the Telecom Commercial Communications Customer Preference Regulations, 2010 and all amendments thereto, including the “Telecom Commercial Communications Customer Preference (Thirteenth Amendment) Regulations, 2010 and that they shall not do anything in violation/contravention of the said provisions.

7. INDEMNITY:

• 7.1 The Channel Partner shall defend, indemnify and hold harmless the Bank, its affiliates, subsidiaries, successors, assigns, officers, directors and employees (collectively “the Bank’s Entities”), from any and against all damages, claims, demands, suits, proceedings, costs, expenses , including reasonable attorneys’ fees, brought against or incurred by the Bank Entities for any claims resulting from: (i) Channel Partner ‘s representations or warranties of the financial products in a manner inconsistent with the Bank’s representations or warranties of the financial products; (ii) the Channel Partner’s use of the trademarks/intellectual property rights of the Bank contrary to the provisions of the Agreement; (iii) any negligent or willful action or omission related to the Channel Partner’s handling of the financial products; and (iv) The Channel Partner ’s breach of terms and conditions this Agreement; (v) The Channel Partner’s violation of any law or regulation for the time being in force in India or any rules made thereunder.
• 7.2 The Channel Partner specifically agrees that for any act or omission of the Channel Partner, no claim shall lie against the Bank from any third party and the Bank shall not be held liable under any circumstances for the acts or omission of the Channel Partner. All claims of the third parties shall be defended by the Channel Partner and the Bank shall be kept indemnified against all claims, losses, damages, charges, etc. (whether financial or non-financial direct or consequential).
• 7.3 In no event shall the Bank be liable to the Channel Partner or any other person or entity for special, incidental or consequential damages (including but not limited to loss of profits, loss of date or loss of use ) arising out of the Bank’s sale or supplying of the financial products.
• 7.4 Nothing in this Agreement is intended or shall be construed to authorise the Channel Partner to create or assume any liability or indebtedness of any kind in the name of, or on behalf of the Bank or to act for or be responsible for the performance of the Bank in any manner except and to the extent expressly provided in this Agreement.
• 7.5 It is clarified that for the purpose of the Agreement including but not limited to the provisions of Indemnification, the term “Channel Partner” includes its affiliates and anyone acting on its behalf or on its instructions.

8. CONFIDENTIALITY & SECURITY:

• 8.1 All information including customer related information obtained by Channel Partner during the course of performance of its duties under this Agreement, whether expressly furnished to it by the Bank or otherwise, relating to the Bank’s customers or regarding its business, products, technical information or proprietary or internal information related to the current, future and proposed products or services of the Bank including, financial information, process/flow charts, business models, designs, drawings, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, shall be treated as strictly confidential and Channel Partner shall not divulge it except to its own employees strictly in the course of business on a need to know basis . Such employee as well as Channel Partner shall be bound by the provisions of this clause during the duration of this Agreement and even after its termination not to disclose such information except as may be required by law. In the event that Channel Partner becomes legally compelled to disclose any of the above confidential information, Channel Partner shall give sufficient notice to the Bank to enable the Bank to prevent or minimize to the extent possible, such disclosure. Channel Partner shall not disclose to any third party any confidential information or the contents of this Agreement without the prior written consent of the Bank. Channel Partner shall handle the confidential information with the same degree of care, which Channel Partner applies to its own similar confidential information but in no event less than reasonable care. The obligations of this clause shall survive the expiration, cancellation or termination of this Agreement.
• 8.2 Channel Partner shall not make any statement representation/warranty/promises or assurances on behalf of the Bank to its customers beyond what is contained in the brochures or at catalogues setting out the financial products and schemes as issued by the Bank.
• 8.3 If Channel Partner makes any false promises or gives any assurances or makes any representation which is not otherwise contained in the schemes circulated by the Bank and on account of such representation if the Bank suffers any damage, loss or is made to institute/defend any litigation, Channel Partner shall be bound to indemnify the Bank under such circumstances, for all the loss suffered or sustained and this indemnity by Channel Partner shall survive the termination of this Agreement. This is without prejudice to the other rights and remedies in law and/or contract of the Bank against Channel Partner.
• 8.4 During the subsistence of this Agreement Channel Partner shall not engage in business which is in conflict with the business to be performed by Channel Partner under this Agreement.
• 8.5 Channel Partner represents that it shall isolate and clearly identify the Bank’s customer information, documents, records and assets to protect the confidentiality of such information. In instances, where Channel Partner acts as an outsourcing agent for multiple banks, care should be taken to build strong safeguards so that there is no commingling of information documents, records and assets.
• 8.6 Channel Partner acknowledges that the information provided by Bank is a trade secret and Channel Partner will not disclose the same to any person(s) who is a third party.
• 8.7 Channel Partner will not make use of any information inconsistent with the purpose of the Agreement and will not use the information for the benefit of any person(s) other than to that of Bank.
• 8.8 Channel Partner on its own behalf and for its subsidiaries, and its affiliates, its advisors that it will, and will procure that each of its officers, employees, agents and advisers or any one claiming under it will:
• 8.9 Keep, safeguard and hold as private and confidential all the information received from Bank;
  • 8.9.1 Use the confidential information solely for the purposes of this Agreement
  • 8.9.2 Not disclose to any person any of the information or commercial/contractual details of the transaction;
  • 8.9.3 The obligation of maintaining the information of Bank as confidential shall survive the termination or expiration (as the case may be).
• 8.10 Channel Partner will not make use of any information inconsistent with the purpose of the Agreement and will not use the information for the benefit of any person(s) other than to that of Bank.
  • 8.10.1 Channel Partner shall not disclose confidential information :-
  • 8.10.2 Without the prior written consent of Bank or,
  • 8.10.3 Any consent under paragraph above will be conditional on Bank first obtaining a letter from the person to whom the disclosure is to be made on the same terms as this letter. As all the information provided are the property of Bank, on termination or fulfillment of purpose, Channel Partner shall forthwith return all the confidential information (except the information as may be required to be retained by the Party under any law for the time being in force in India) together with all copies to Bank.
• 8.11 Obligation of Channel Partner under this provision survives the expiration or early termination of the Agreement.

9. TERMINATION:

• 9.1 The Bank may terminate this agreement forthwith if Channel Partner fails to perform its functions, duties and obligations to the satisfaction of the Bank. Notwithstanding the aforesaid, the Bank may also terminate this Agreement without assigning any reason for the termination but after giving to Channel Partner a notice in writing of at least one month.
• 9.2 Channel Partner may terminate this Agreement by giving to the Bank a written notice of at least one month.
• 9.3 On the termination of this Agreement, Channel Partner shall immediately return to the Bank all the documents and relevant papers concerning the financial products and schemes of the Bank and all information, agreements, documents and papers lying with Channel Partner relating to transactions executed between the Bank and the customers of the Bank and give a written confirmation of its having so done.
• 9.4 On termination/expiry of this Agreement , any application submitted by Channel Partner to the Bank prior to termination/expiry of this Agreement shall be processed by the Bank and any payments in connection with such applications will be paid to Channel Partner by the Bank.
• 9.5 In the event of termination/expiry of this Agreement, the Bank may withhold any payments to be made to Channel Partner in connection with any application of any customer, such payments being due to Channel Partner, till such time as Channel Partner deposits all pre disbursement documentation and/or post disbursement documentation concerning any existing customer(s) and/or potential customer(s) of the Bank with the Bank.
• 9.6 In the event of termination of the Agreement for any reason the same should be publicized in any form being print, television, telephonic or any other media in consultation with the Bank, which would ensure that the customers shall not continue to entertain the said Channel Partner.
• 9.7 If the Bank terminates the services of Channel Partner, then Bank would inform/intimate the Reserve Bank India and Indian Banks Association. Notwithstanding anything contained herein, the Bank may by giving notice in writing to the Channel Partner, forthwith terminate this Agreement under any one or more of the following or similar conditions, without penalty:
  • 9.7.1 If the Channel Partner, the staff associated, employed with/by Channel Partner or by any person/s engaged by Channel Partner or by any person/s acting by/under the Channel Partner’s instructions or the instructions of the Channel Partner’s staff, agents etc. makes any unsolicited commercial communication or acts in contravention/ violation Telecom Commercial Communications Customer Preference Regulations, 2010 and all amendments thereto, including the “Telecom Commercial Communications Customer Preference (Thirteenth Amendment) Regulations, 2010, than besides terminating this agreement, the Bank would be full entitled to take such other strict and appropriate action as it may deem fit.

10. EFFECT OF TERMINATION:

• 10.1 Upon termination of this Agreement, the Channel Partner agrees to promptly return to the Bank all “proprietary information”, and all reports and information in its possession and/or any property of the Bank including all the documents and relevant papers concerning the financial products and schemes of the Bank and all information, agreements, documents and papers lying with the Channel Partner relating to transactions executed between the Bank and the customers of the Channel Partner which may come into possession of the Channel Partner pursuant to this Agreement. Subject to the provisions of this Agreement, Channel Partner will be paid for all services that are made by Channel Partner till date. Such payments will discharge the Bank’s entire liability to the Channel Partner in the event of termination
• 10.2 During the period of notification of termination, the Channel Partner agrees to continue to completing assignments and the Bank shall settle all its dues before transition of projects to other persons.
• 10.3 The Bank’s property (in physical/electronic/any other form) in the Channel Partner’s possession at the termination of this Agreement and which the Channel Partner received from the Bank must be returned to the Bank immediately.
• 10.4 In the event of termination/expiry of this Agreement, the Bank may withhold any payments to be made to the Channel Partner in connection with any application of any customer, such payments being due to the Channel Partner, till such time as the Channel Partner deposits all pre disbursement documentation and/or post disbursement documentation concerning any existing customer(s) and/or potential customer(s) of the Bank with the Bank.

11. ACCESS TO CHANNEL PARTNER’S PREMISES AND MAINTENANCE OF BOOKS OF ACCOUNTS & OTHER REGISTERS:

• 11.1 Channel Partner hereby authorizes Bank from time to time and at all reasonable times to, by itself or through its employees, auditors or other representatives to access the premise of Channel Partner and examine, appraise and verify all books, record and information, the documents and writings relating thereto and shall promptly make and furnish to the Bank such statements and returns as Bank may from time to time require.
• 11.2 Channel Partner shall maintain proper books of accounts and such other registers, books, documents, relating to such services as may be statutorily required or as may be required by Bank. Channel Partner agrees that Bank its officers, agents and nominees and/or qualified auditors and/or technical experts and/or management consultants as may be appointed by Bank shall have right to inspect or audit such books of accounts, registers, books and documents and also furnish to Bank at such intervals as Bank may direct from time to time a schedule or copy of all the entries which shall have been made in such books.
• 11.3 Channel Partner shall provide for the preservation of documents, relevant papers and data concerning the services provided in accordance with the legal and or regulatory obligation of the bank in this regard.

12. INSPECTION AND RIGHT TO AUDIT/REVIEW:

• 12.1 Channel Partner shall keep complete and accurate records of all operations and expenses in connection with the services. All said records shall be kept on file by Channel Partner for a period until expiration of termination of the Agreement.
• 12.2 Channel Partner shall allow Bank, its management, its auditors and/or its regulators, the opportunity of inspecting, examining and auditing, Channel Partner’s operations and business records which are directly relevant to the services, and financial contracts, its balance sheet and profit and loss account and audit reports, and all other documents which Channel Partner may be called upon to produce for the purposes of ascertaining the financial viability of Channel Partner.
• 12.3 Channel Partner shall provide access to and make available to any of the Bank’s officers I employees/management or internal I external auditors, the necessary records for inspection I examination I audit, and co-operate to the fullest extent so as to clarify on any activities and to assure a prompt and accurate audit related to the scope of services.
• 12.4 Channel Partner shall co-operate with Bank’s internal or external auditor to assure a prompt and accurate audit.
• 12.5 Channel Partner shall also co-operate in good faith with Bank to correct any practices which are found to be deficient as a result of any such audit, within a reasonable time after receipt of the Bank’s report.
• 12.6 Bank would periodically review including annual review the financial and operational condition of Channel Partner to assess its ability to continue to meet its outsourcing obligations. Such due diligence reviews which is based on all available information about Channel Partner should highlight any deterioration or breach in performance standards, confidentiality and security and in business continuity preparedness.
• 12.7 Channel Partner shall at all times during the continuance of the Agreement keep and maintain the service as agreed under the said Agreement , in favour of Bank and for which continuous monitoring and assessment can be done by Bank. If and so often as the said services shall fail to be maintained and cannot be assessed properly by Channel Partner, then Bank can take necessary corrective measures for which Channel Partner should extend full co-operation.

13. DISCLOSURE:

• Channel Partner hereby consents for the disclosure of all information, data and/or document in any form and manner relating to Channel Partner and/or Bank under the Agreement, to any employee of authorised representative of Reserve Bank of India (Reserve Bank of India) and such employee or authorised representative shall be having right to access all such information, data and/or document in any form and manner relating to Channel Partner and/or Bank under the Agreement. Channel Partner undertakes to provide cooperation to all such employee and/or representative of Reserve Bank of India while accessing such record.

14. RESERVE BANK OF INDIA:

• 14.1 The Parties hereby further consents to recognize the right of the Reserve Bank of India to cause an inspection to be made of the services provided to Bank and its books and account by one or more of its officers or employees or other persons appointed by Reserve Bank of India in this behalf provided Reserve Bank of India gives prior written notice of its intention to audit and access to the premise of Bank and Channel Partner.
• 14.2 Channel Partner hereby consents for the disclosure of all information, data and/or document in any form and manner relating to Channel Partner and/or Bank under the Agreement, to any employee of authorised representative of Reserve Bank of India (Reserve Bank of India) and such employee or authorised representative shall be having right to access all such information, data and/or document in any form and manner relating to Channel Partner and/or Bank under the Agreement. Channel Partner undertakes to provide cooperation to all such employee and/or representative of Reserve Bank of India while accessing such record.

15. BUSINESS CONTINUITY:

• 15.1 Channel Partner shall develop and establish a robust framework for documenting, maintaining and testing business continuity for its existing functionaries, viz, human resources, infrastructure and business accommodation, systems and other support functions. Channel Partner should do periodic tests to the satisfaction of the Bank to ensure business continuity and should also consider occasional testing in conjunction with Bank.
• 15.2 Banks sharing of facilities should be done & operated by Channel Partner in isolation. Channel Partner undertakes that all documents, records of transactions and information given to Channel Partner by bank and assets of the Bank can be removed and/or repossessed by the Bank which are in the possession of Channel Partner in order to continue it’s business operations, or if directed by the Bank Channel Partner undertake to delete, destroy or retreat to make it unusable.

16. CODE OF CONDUCT:

• The code of conduct as per Schedule II annexed herewith is in line as formulated within the rules framed by the Indian Bank’s Association (IBA). Channel Partner are strictly advised to give proper training to its staff, sub-agents etc., to handle with care and sensitivity of the customers, soliciting customers, hours of calling, privacy of customer information, conveying the correct terms and conditions of the products on offer etc.,

17. GENERAL PROVISIONS:

• 17.1 This agreement is made on a principal to principal basis and the Bank shall not direct or supervise the work of Channel Partner. However, it is expressly understood that Channel Partner shall perform the function of marketing of financial products and schemes introduced by the Bank relating to consumer services finance strictly in accordance with the norms prescribed by the Bank from time to time.
  All employees/personnel/ representatives/agents etc., engaged by Channel Partner for performing its obligations under this Agreement shall be in sole employment of Channel Partner and Channel Partner shall be solely responsible for their salaries, wages, statutory payments etc. Under no circumstances, shall the Bank be liable for any payment or claim or compensation (including but not limited to any compensation on account of any injury/death/termination) of any nature to the employees/personnel/representatives/agent etc. of Channel Partner.
• 17.2 No delay in exercising or omission to exercise any right, power or remedy accruing to the Bank under this Agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Bank in respect of such default or any acquiescence by it in any default, affect or impair any right, power or remedy of the Bank in respect of any other default.
• 17.3 Channel Partner shall not be entitled to transfer or assign all or any part of this Agreement and any such transfer or assignments shall be void.
• 17.4 All notices, requests, demands, waivers or other communications under or in connection with this Agreement shall be given in writing. Any such notice or other communication will be deemed to have been duly given if: (a) delivered personally; (b) sent by registered mail with postage prepaid; (c) sent by next-day or overnight mail/courier or delivery; or (d) sent by email/facsimile. Notices or communication may be made to: (i) the recognized address or facsimile number or email ID of the Channel Partner; and (ii) the Bank’s address or facsimile number. All such notices, requests, demands, waivers and other communications shall be deemed to have been received (a) if by personal delivery on the day after such delivery; (b) if by registered mail, on the third business day after the mailing thereof; (c) if by next-day or overnight mail/courier or delivery, on the day delivered; or (d) if sent by email/facsimile, when sent (on receipt of a confirmation to the correct facsimile number).

18. DISPUTES & JURISDICTION:

• 18.1 Any and all disputes arising out of or in connection with this agreement or its performance shall be settled by arbitration by a single Arbitrator to be appointed by the Bank. The arbitration shall be held, in Mumbai, in accordance with the provisions of the Arbitration and Conciliation Act, 1996
• 18.2 The Courts in Mumbai shall subject to the above, have exclusive jurisdiction IN WITNESS WHERE OF the parties hereto have set and subscribed their respective hands the day and year first hereinabove written.

ANNEXURE – B

(“MODEL CODE OF CONDUCT FOR THE CHANNEL PARTNER”)

1. PREAMBLE

Model Code of Conduct for the Channel Partner’s is non-statutory code issued by Indian Banks’ Association, a voluntary association of Banks in India for adoption and implementation by Channel Partner’s while operating as Agents of Banks and Financial Institutions.

2. APPLICABILITY

Upon adoption and inclusion as part of agreement between IDFC FIRST Bank Limited and the Channel Partner, this code will apply to all persons involved in marketing and distribution of any loan or other financial product of the Bank. The Channel Partner and its Tele-Marketing Executives (TME’s) & field sales personnel, namely, Business Development Executives (BDE’s) must agree to abide by this code prior to undertaking any direct marketing operation on behalf of the bank. Any TME/BDE found to be violating this code may be blacklisted and such action taken be reported to the bank from time to time by the Channel Partner. Failure to comply with this requirement may result in permanent termination of business of the Channel Partner with Bank and may even lead to permanent blacklisting by the industry.A declaration to be obtained from TME’s and BDE’s by the Channel Partner’s before assigning them their duties is annexed to this Code.

3. TELE-CALLING A PROSPECT (A PROSPECTIVE CUSTOMER)

• 3.1 A prospect is to be contacted for sourcing a bank product or a bank related product only under the following circumstances:

  • 3.1.1 When prospect has expressed a desire to acquire a product through the bank’s internet site/call centre /Branch or through the Relationship Manager at the bank or has been referred to by another prospect/customer or is an existing customer of the bank who has given consent for accepting calls on other products of the bank.

  • 3.1.2 When the prospect’s name/telephone no/address is available & has been taken from one of the Lists/directories databases approved by the Channel Partner Manager/Team leader, after taking his/her consent. The TME should not call a person whose name/number is flagged in any “do not disturb” list made available to him/her

4. WHEN YOU MAY 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 under the following conditions:

4.1 When the prospect has expressly authorized TME/BDE to do so either in writing or orally.

5. CAN THE PROSPECT’S INTEREST BE DISCUSSED WITH ANYBODY ELSE?

Channel Partner 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.

• 6.1 Calls must first be placed to the prospect. In the even 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:
  

  6.1.1 “Pleaseleaveamessagethat(Nameofofficer)representingIDFCFIRSTBankLimitedcalledandrequestedtocallbackat (phone number)”. As a general rule, the message must indicate:

  
  

  (a) That the purpose of the call is regarding selling or distributing a bank product of the Bank

7. NO MISLEADING STATEMENTS/MISREPRESENTATIONS PERMITTED

• TME/BDE should not-

  • 7.1.1 Mislead the prospect on any service/product offered.

  • 7.1.2 Mislead the prospect about their business or organization’s name, or falsely represent themselves.

  • 7.1.3 Make any false/unauthorized commitment on behalf of Bank for any facility/service.

8. TELEMARKETING ETIQUETTES

• 8.1 Pre Call

  • 8.1.1 No calls prior to 0930 Hrs or post 1900 Hrs unless specifically requested.

  • 8.1.2 No serial dialing

  • 8.1.3 No calling on lists unless list is cleared by a team leader

• 8.2 During Call

  • 8.2.1 Identify yourself, your company and your principal Request permission to proceed

  • 8.2.2 No serial dialing

  • 8.2.3 No calling on lists unless list is cleared by a team leader

  • 8.2.4 To the extent possible, talk in the language which is most comfortable to the prospect Keep the conversation limited to business matters

  • 8.2.5 Check for understanding of “Most Important Terms and Conditions” by the customer if he plans to buy the product

  • 8.2.6 Reconfirm next call or next visit details

  • 8.2.7 Provide your telephone no, your supervisor’s name or your bank officer contact details if asked for bythe customer.

  • 8.2.8 Thank the customer for his/her time

• 8.3 Post Call

  • 8.3.1 Customers who have expressed their lack of interest for the offering should not be called for the next 3 months with the same offer

  • 8.3.2 Provide feedback to the bank on customers who have expressed their desire to be flagged “Do Not Disturb”

  • 8.3.3 Never call or entertain calls from customers regarding products already sold. Advise them to contact the Customer Service Staff of the bank.

9. NO MISLEADING STATEMENTS/MISREPRESENTATIONS PERMITTED