Non FOS Agreement Terms & Conditions

1. DEFINITIONS:

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

1. "Customer(s)" means a person(s) who purchase(s) a Product from the Dealer and intends to take loan/ finance facility from IDFC FIRST.
2. "IDFC FIRST system" means the software, used by IDFC FIRST from time to time to process loan applications of Customers, access of which will be given to the Dealer only to enable the Dealer to provide Service to IDFC FIRST as provided under this arrangement.
3. "Dealer buy down" means the amount, agreed between the parties from time to time, which is payable by the Dealer to IDFC FIRSTas an incentive/consideration for promoting the business of dealer by providing loan to customer(s) and the same shall be exclusive of all the applicable taxes including GST.
4. "Delivery Advice (DA)" means the advice instructing the Dealer to deliver the product as per the instructions mentioned on it. This document is received and should be referred from system@capfirst.com
5. "Delinquency Rate" means the percentage of number of Loan Accounts where repayment is not happened as per the Loan Documents to the total number Loans disbursed by IDFC FIRST through the Dealer to its customers.
6. "ECS Instruction Form" means the mandate form signed and issued by Customer instructing his Banker to debit his account towards payment of Equated Monthly Installments (EMI) and other applicable payments to IDFC FIRST.
7. "NACH (National Automated Clearing House)" means the mandate form signed and issued by Customer instructing his Banker to debit his account towards payment of Equated Monthly Installments (EMI) and other applicable payments to IDFC FIRST.
8. "Equated Monthly Installments (EMI)" means the amount of monthly repayment of principal and interest to be paid by the Customer to IDFC FIRST.
9. "KYC Documents" means the documents compulsorily collected byIDFC FIRST from its customers as per the Know Your Customer (KYC) guidelines issued by Reserve Bank of India from time to time.
10. "Loan" " means the loan/ finance facility which may be provided by IDFC Customers for purchase of the Products from the Dealer.
11. "Loan Application" means an application to be submitted by a Customer in the format given by IDFC FIRST, who desires to obtain a Loan;
12. "Loan Documentation" or "Loan Documents" means the Loan Application, Loan Agreement, Terms & Conditions, schedules, sanction letter and all other documents of the Loan Kit as specified by IDFC FIRSTfrom time to time;
13. "Manufacturer" means the manufacturer of the Products.
14. "OSV Certification" means the comparison of Xerox copies of documents (including KYC Documents) collected from the Customer vis a vis original of the same and certifying the Xerox copies as true copies of the Original by way of writing on the Xerox copies as "Original Seen and Verified" or its short from "OSV".
15. "Products" means all types of consumer durable products being sold by the Dealer and approved and financed by IDFC FIRST.
16. "BCSBI" shall mean the Banking Codes and Standards Board of India and is an independent banking industry watchdog that protects consumers of banking services in India.
17. "Intellectual Property Rights" means all current and future copyright, patents, trademarks or rights in databases, inventions or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world;
18. "Dealer’s Employees" or "Facility Staff" means all the employees and staff of the Dealer engaged in the provision of the services to IDFC FIRST BANK or shall include any employee or staff who has access to information provided by IDFC FIRST BANK for the purpose of provision of service by the Dealer.
19. "Personal Data" shall have the same meaning as ascribed to the term ‘Sensitive Personal Data or Information’ under the Privacy Rules (as amended from time to time).
20. "RBI" means the central bank of India, being Reserve Bank of India constituted under the Reserve Bank of India Act, 1934;
21. "Law (s) " shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter.

2. The Dealer Responsibility and SCOPE OF SERVICES

1. The Dealer shall explain the Loan schemes/ facilities provided by IDFC FIRSTto the Customersmutually agreed between the Dealer and IDFC FIRST and explain all the terms and conditions of the Loan.
2. In case the Customer is willing to avail a Loan from IDFC FIRST the dealer shall identify and understand the Customer as per KYC guidelines issued by Reserve Bank of India from time to time and shall collect the KYC documents and to do OSV Certification.Dealer shall collect the documents, as stipulated by IDFC FIRST from time to time, from the Customer for carrying out the processing of the Loan.
3. IDFC FIRST shall provide access of IDFC FIRST System to the Dealer for enabling the Dealer to input customer data in IDFC FIRST System to process the Loan and accordingly the Dealer access the IDFC FIRST System and upload customer data to the IDFC FIRST System.
4. Once the customer data is uploaded in the IDFC FIRST System, the IDFC FIRST System shall process the loan and advise the Dealer about the eligibility of the Customer to the Dealer.
5. Once the IDFC FIRST system advises the Dealer that the Customer is eligible for the Loan, the Dealer shall advise the same to the customer and collect all documents as stipulated by IDFC FIRST from time to time including KYC documents, Loan Documents properly executed by the Customer, ECS/NACH Instruction form from the customer and upload the details of the same to the IDFC FIRST system and generate Delivery Advice (DA).
6. Once the Delivery Advice (DA) is generated from the system, the Dealer has to collect down payment from the customer and deliver the product to the Customer on the address mentioned on DA against acknowledgment.
7. The aforesaid scope of Service & Process shall be reviewed by both the parties from time to time and modify as per the mutual agreement between the parties. Any modification agreed between the parties shall be treated as part and parcel of this arrangement and this arrangement shall be construed as amended and modified to that extent.The Dealer shall ensure all documents and other informatory papers and any other data relating to the Products/Services or any other products, schemes, accounts etc., that are handed over by the Bank to the Dealer under the provisions of this Agreement or which otherwise come into the hands of the Dealer’s custody, power or possession pursuant to or in connection with this Agreement will remain the sole and absolute property of the Bank and the Dealer shall not have and also shall not claim any charge, claim, lien, right of retention, sale or set-off or other right, title or interest therein or thereon for any reason whatsoever.
8. The Dealer agrees that they shall NOT use the logo, trademark, copy rights of other proprietary rights of the bank in any advertisement or publicity materials or any other written communication with any other party, without the prior written consent of the bank.
9. The Dealer shall treat all the customers with dignity and respect. Dealer shall not resort to intimidation or harassment of any kind either verbal or physical against any person in their debt collection efforts, including acts intended to humiliate publicly or intrude the privacy of the customer’s / borrowers’ family members, referees and friends, making threatening and anonymous calls or making false and misleading representations on behalf of the Bank.
10. The Dealer will prominently display and exhibit in his shop or showroom necessary brochures, posters and sale advertising material of IDFC FIRST, as provided to the Dealer by IDFC FIRST.
11. IDFC FIRSTand the Dealer may, from time to time, undertake joint publicity and/or advertising. All the expenses in this regard shall be shared as mutually agreed between the Parties.
12. Issuance of DA does not hold IDFC FIRST liable for the disbursement of loan to the dealer. Only if satisfied that the Loan Documentation is complete in all respects, disburse to the Dealer the Loan amount which shall be equal to the sale Price of the Product less (a) the down payment paid by the Customers to the Dealer; and (b) Dealer buy down (c) Processing fee (d) Insurance (e) Extended warranty if availed by customer (f) Other charges.

3. OTHER RESPONSIBILITIES OF DEALER

1. Not either directly or indirectly make or give any commitment on behalf of IDFC FIRSTrelating to acceptance of the Loan Application to the Customer.
2. On approval of the Loan, collect from the Customer the down payment (as mentioned on the DA) which shall be the sale price of the Product less the amount of the Loan granted by IDFC FIRST.
3. Invoices should have the address of the customer as per the KYC documents submitted by the customer. Hand written invoices / any manual correction on invoices will not be accepted by IDFC FIRST. We strictly only follow the system generated invoice. No modification on the invoice is accepted by IDFC FIRST.
4. Collect service charges, additional service charges, advance installment amount, security deposit and other charges levied by IDFC FIRST(hereinafter referred to as "Initial Payment"), as per the scheme communicated by IDFC FIRSTto Dealer. The Initial Payment shall be decided by IDFC FIRST, in its sole discretion and IDFC FIRSTshall, from time to time, notify the Dealer about such charges.
5. Deliver the products on the address mentioned on the Delivery Advice (DA) and not to deliver the Product over the Counter (OTC), irrespective of the nature/size of the Product or urgency of the Customer. Provided the digital products described hereunder can be delivered to the Customer over the counter against proper acknowledgement thereof .Before delivering the digital product to the Customer, the Dealer has to ensure the identity of the Customer by verifying appropriate documents.
6. List of digital Products which can be delivered over the counter as per the above provision.
   

   S. No.	Description of the product
   1	Phone, Smart Phone &Tablet
   2	Smart Watch
   3	Laptop & Desktop
   4	Camera & Lens
   5	Speaker
   6	Printer

   
   
7. Provide to IDFC FIRST, a copy of the DA and Delivery Challan containing the serial number/ unique identification number of the respective Product, evidencing delivery of the Products of the same brand and model as approved/ confirmed duly acknowledged by the Customers together with the invoice of the Product. In case of any exchange/replace/substitute Products, the Dealer shall immediately provide a copy of invoice of the exchanged/replaced/substituted Products to IDFC FIRST.
8. Provide original/ duplicate delivery challan, within 7 days or as demanded by IDFC FIRST. IDFC FIRSThave right to demand the said delivery challan at any time.
9. Assist in collections from delinquent Customers, by way of showing the delivery address as and when required by IDFC FIRST.
10. Generate invoice under financing for a Manufacturer only if the Dealer is authorized dealer of that Manufacturer.
11. Sell the Product to the Customers at the price neither lower than the MOP (Minimum Offer Price), provided by the Manufacturer nor more than the MRP (Maximum Retail Price) as fixed by the Manufacturer together with applicable taxes, if any.
12. Not to do cash funding and/or generate invoice only for end users/ customers.
13. Ensure that loan Documents completed in all aspects and send to the local operations centre of IDFC FIRSTwithin 15 days of DA generation.
14. IDFC FIRSTshall be entitled to inspect the books of the Dealer at all times with reasonable notice, in so far as they relate to its activities pertaining to this arrangement and as and when demand the Dealer shall provide all the assistance to IDFC FIRST and provide copies all the relevant documents sought by IDFC FIRST within 7 days of demand of the same.
15. For all mobiles that are financed, DA copy should mandatorily carry the IMEI no. of the same and should match with the IMEI mentioned on the invoice. Date on the invoice should not exceed beyond 15 days from the date on the DA. It is mandatory to capture Serial number on Invoice in case of Durable goods.
16. If the Dealer fails to comply on any of the responsibilities mentioned in Clause 3, IDFC FIRSThas the right to not pay and/ or hold the Loan disbursal amount or by setting off the same from the future amount payable to the Dealer by the IDFC FIRST.
17. Any loss or damage caused to IDFC FIRSTdue to reasons including but not limited to following viz. customer is not residing at the given address or the address provided by the customer is not traceable or the product has not been delivered to the customer etc., the dealer shall pay the amount outstanding payable along with costs and other charges payable by such Customers to IDFC FIRSTwithin 2 days of Demand or IDFC FIRSTshall be entitled to recover all such losses / damages by setting off the same from the amount payable to the Dealer.
18. It is mandatory for the dealer to click and upload a photo in IDFC FIRST delivery app at the time of delivery –picture should be of asset with customer. Please follow this link to download delivery app from Google play store.-https://play.google.com/store/apps/details?id=com.capitalfirst.delivery&hl=en_US
19. In case of digital products (Smart Phone/smart watch/Camera/Laptops/tablet/speaker/printer/speaker)which are delivered over the counter), Dealer has to ensure that box is opened in the store, customer acknowledgement is taken for receipt of goods and picture of open box at store with customer is taken and uploaded on IDFC FIRST App.
20. Dealer has to check original photo ID proof of customer before handing over goods. Dealer /Dealer staff needs to check the below documents before generating the invoice a) The name in original ID card with the name given in this DA b) Photo in ID card with the person to whom goods are being given. This is required for all cases and products.
21. Dealer needs to inform IDFC FIRST Bank on cancellation of any loan. In case, in absence of the communication, the Dealer will be charged a penalty of Rs.2500. It will be deducted from the payments due from IDFC FIRST Bank

4. IDFC FIRST Bank'S RESPONSIBILITIES

1. IDFC FIRST shall, from time to time, provide to the Dealer appropriate details of various schemes for granting Loans to the Customers
2. IDFC FIRST shall provide access to IDFC FIRST system to the Dealer only for the limited purpose of this arrangement.
3. Disbursement of Loan by IDFC FIRSTto the Dealer- On receiving the Loan Documentation and due verification thereof, IDFC FIRSTshall, if satisfied that the Loan Documentation is complete in all respects, disburse to the Dealer the Loan amount which shall be equal to the sale Price of the Product less (a) the down payment paid by the Customers to the Dealer; and (b) Dealer buy down (c) Processing fee (d) Insurance (e) Extended warranty if availed by customer (f) Other charges.
4. Provided IDFC FIRSTis not liable to disburse the Loan to the Dealer in the following circumstances:-
   1. If the Product is found faulty by the Customer and the Customer wishes to cancel the loan.
   2. If the Customer has not availed the Product within 15 days of generation of DA.
   3. If Product is not delivered at the Customer's address mentioned in the DA.
   4. If copy of delivery challan is not provided to IDFC FIRSTwithin 7 days of delivery of the Product.
   5. If Customer cancels the Loan for any other reason.
   6. IDFC FIRSThave the right to hold the payment of loan disbursal amount and/ or commission, if:-
      • (a) Any unfair practice on the part of the Dealer is observed by IDFC FIRST.
      • (b) The Dealer is not authorized dealer of the Manufacturer for the respective Product.
      • (c) Sourcing done for the schemes which were not available at the particular point of time such as weekend schemes sourced during weekday, Schemes not available to the Dealers, scheme not available for those days.
      • (d) Product mismatch in different documents.
      • (e) Invoice deposited to IDFC FIRSTdiffers from actual invoice to Customer, due to any reason including i) Sales Price difference ii)Model difference iii) Brand difference iv)Down payment difference Etc.
      • (f) Any other difference between the two invoices.
5. IDFC FIRST shall provide to the Dealer, brochures, posters and point of sale advertising material for the Loan.

5. DEALER'S UNDERTAKING:

1. In case a Product is returned back to the Dealer, if the Product being defective, faulty or not of the warranted quality or other genuine or justifiable reason and the sale being canceled, then, in such case notwithstanding what is stated in any agreement executed by the Customer, Dealer shall forthwith return the Loan amount to IDFC FIRST Bank. It is further agreed/ confirmed and assured by Dealer that under no circumstances Dealer shall resort any unfair means of business and/or practice.
2. The Dealer shall ensure strict compliance of all the guidelines and instructions issued by IDFC FIRST Bank and respective statutory authorities.
3. The Dealer shall maintain all the records in such form and manner and for such intervals as mutually agreed between the Parties.
4. For all Finance cases Invoicing of the Product to be done within the Scheme Validity period. If the Dealer fails to deliver the Product within prescribed time, IDFC FIRSTshall not make any payments against the said Products.
5. If IDFC FIRST, any of the discrepancies mentioned clause 4.3 above subsequent to disbursal of loan amount to the Dealer, the Dealer is liable to repay the same and IDFC FIRST shall be entitled to set off the same from any other amount (including future payments) payable to the dealer or recover those amounts from the Dealer by appropriate action.
6. In addition to holding the payment as referred herein above, the Dealer hereby agrees that it shall be liable to pay Rs.2,500/per incident and the said amount shall be deducted from the next disbursal amount by setting off the same from the future amount payable to the Dealer by IDFC FIRST, or any other payment from IDFC FIRST amount for such cases to the Dealer.

6. Confidential Information

1. For purposes of this Agreement, “Confidential Information” shall mean all written and/ or tangible information disclosed by IDFC FIRST
2. The Dealer shall at all times ensure that adequate measures and actions are taken to safeguard confidentiality and maintain privacy of all customers in relation to the loan provided by or sought to be provided by IDFC FIRST and shall ensure that the customer information disclosed under this Agreement is used for the purpose as stated in this Agreement. The Company should use such systems that are designed in such a way that neither any leakage of any information is possible whether by way of neither human or machine intervention, nor any misuse of any information is possible. The Dealer shall not transfer or disclose any information availed of by the Company from IDFC FIRST in whole or in part to any person who is not an authorized personnel or an agent of the Dealer. The Dealer agrees to take all steps to ensure that any information is duly protected from any unauthorised access or disclosure, loss, modification or misuse of any kind which may give rise to a conflict of interest.
3. The Dealer recognize that in the course of the transactions envisaged by this Agreement, it may be privy to certain confidential information (whether or not the information is marked or designated as "confidential" or "proprietary") relating to IDFC FIRST and its businesses including legal, financial, technical, commercial, marketing and business related records, data, documents, reports, etc., custom transaction information, the terms of this Agreement and the details of the negotiations between the Parties (the "information") . The Dealer agrees that it shall:
4. All information and other material supplied to or received by the Dealer from IDFC FIRST, which is by its nature intended to be exclusively for the knowledge of the Dealer or is marked 'confidential' and any information including the information concerning the arrangement shall be kept confidential by the Dealer unless or until compelled to disclose the same (i) by judicial or administrative process, or (ii) by law, or (iii) is required to be furnished to any regulatory or other authority having jurisdiction with prior permission of IDFC FIRST.
5. The Dealer shall not misuse or permit to misuse directly or indirectly, commercially exploit the information for economic or other benefit not connected with this tie-up arrangement also to isolate and clearly identify the bank’s customer information, documents, records and assets to protect the confidentiality of the information.
6. The Dealer shall take all steps as may be reasonably necessary to protect the integrity of the Information and to ensure against any unauthorised disclosure thereof, shall promptly inform the Bank of any potential or accidental disclosure of the Information and take all steps, together with the bank, to retrieve and protect the said Information and ensure that there is no breach of security or leakage of confidential data relating to customers and sensitive personal data and information. In the event of any breach of security and leakage of confidential customer related information, then to immediately notify bank.
7. The dealer shall provide its staff access to customer information and other data only on ‘need to know’ basis i.e., limited to those areas where the information is required in order to perform the outsourced function. In any case, Dealer shall be responsible for the maintenance of confidentiality by its employees.
8. The Dealer shall provide for the preservation of documents and data in accordance with the legal/ regulatory obligation of the Bank.
9. The Dealer shall return all the information and material to IDFC FIRST at the end of the assignment/ Arrangement.
10. The Dealer shall not disclose or publish the terms and conditions of this Arrangement and any other information received from IDFC FIRST. The confidentiality obligations contained in this Clause shall survive after termination of this tie-up arrangement.

7. DATA PROTECTION

1. Dealer shall (and shall procure that its personnel shall) comply with all applicable Data Protection Legislation (as defined below) and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation.
2. For the purpose of this Agreement, “Data Protection Legislation” means the applicable legislation and regulations relating to the protection of Personal Data(as defined below) and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation):
3. The Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder;
4. All other applicable industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to any of the Parties; and
5. Any other Applicable Laws solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual.
6. “Personal Data” shall have the same meaning as ascribed to the term ‘Sensitive Personal Data or Information’ under the Privacy Rules (as amended from time to time).
7. Dealer agree with regards to Personal Data that they shall :
1. treat as absolutely confidential;
2. prevent unauthorized or unlawful processing of any Personal Data;
3. protect any Personal Data against accidental loss, destruction or damage; and
4. ensure the reliability of its employees/contractor having access to the Personal Data.

8 INFORMATION SECURITY

1. The Dealer recognizes, accepts and agrees that the Information provided or disclosed by IDFC FIRST or obtained by the Dealer, its staff, its sub-contractors or its Dealers, including IDFC FIRST’s practices and trade secrets, which may be communicated to the Dealer and/or its staff may be privy under or pursuant to this Agreement and / or in the course of performance of the Dealer’s Obligations under this Agreement shall be treated as absolutely confidential and the Dealer hereby irrevocably agrees and undertakes and ensures that the Dealer, all its staff , its sub-contractors or its Dealers shall keep the same as secret and confidential and shall not disclose the same, at all in whole or in part to any person or persons (including legal entities) at any time or use nor shall allow the Information to be used for any purpose other than as may be necessary for the due performance of Services and the Dealer’s Obligations hereunder.
2. The Dealer represents and warrants that it has put in place and effectively operates an adequate information security management system, commensurate with the size and nature of operations including necessary security measures, policies, procedures and checks including but not limited to those required by the Applicable Laws (including Information Technology Act, 2000 and rules made thereunder) and other applicable legal & regulatory stipulations.
3. The Dealer covenants to comply with legally stipulated privacy protection requirements and stipulations including compliance with privacy and security policy requirements of IDFC FIRST (as amended from time to time) as detailed in this Agreement.
4. The Dealer shall a) inform IDFC FIRST and b) give adequate opportunity to review such changes, before making material changes to its IT processing infrastructure including related technology and systems, security infrastructure and framework.
5. The Dealer shall inform IDFC FIRST about any breach of this Agreement (including breach of provisions relating to information security).
6. The Dealer shall before out-sourcing any part of its services to a third party a) give notice of such delegation to IDFC FIRST; and b) ensure that such third party is of a good standing and has adequate system to protect interest of IDFC FIRST including but not limited to having security system.
   The Dealer shall be responsible and liable to IDFC FIRST for breaches if any by its sub-contractors.

9. Termination

1. Either Party have the right to terminate this tie-up arrangement by giving 30 days' written notice with intention to terminate this tie-up arrangement to the other Party and on expiry of the said notice period, this tie-up arrangement shall stand terminated.
2. IDFC FIRSTcan terminate this tie-up arrangement with immediate effect in case breach of any of the terms, conditions or covenants by the Dealer.
3. Provided that such termination shall not affect action taken or initiated by IDFC FIRSTunder any Loan Application accepted by IDFC FIRST, which shall be completed and delivered in the same manner as if this arrangement had not been terminated.
4. Effect of termination of this arrangement-
   1. The termination shall be without prejudice to the accrued rights of the Parties.
   2. The Dealer shall return to IDFC FIRSTall materials of IDFC FIRSTin its custody.
   3. Save to the extent permitted under the terms of any other arrangement or relationship between the Dealer and IDFC FIRST, the Dealer will cease to use IDFC FIRSTname or logo in any manner whatsoever.

10. Relationship

1. Nothing contained in this arrangement shalt constitute a partnership or joint venture between the parties nor shall any relationship of employer and employee be deemed to be created between IDFC FIRSTand the Dealer or IDFC FIRSTand the employees, personnel, officers or representatives of the Dealer. IDFC FIRSTshall not be liable in any manner to the employees, personnel, officer or representatives of the Dealer or for acts of such employees, personnel, officer or representatives of the Dealer.
2. During the term of this arrangement, the Dealer shall not hold itself out as an agent of IDFC FIRST. It is clearly understood that this arrangement is on principal to principal basis and IDFC FIRSTshall not be liable for the acts of commission or omission of the Dealer or its employees, personnel, officer or representatives.

11. Miscellaneous

1. Waiver-Unless explicitly stated otherwise in this Agreement, the failure of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, and the waiver of any violation or breach of this Agreement by either Party shall not constitute a waiver of any prior or subsequent violation or breach, unless the performance of such obligation is expressly waived in writing.
2. Modifications-Any waiver, replacement, modification or cancellation of any part of this Agreement and its Schedules shall not be effective unless agreed in writing by both Parties.
3. Severability-If any provision of this Agreement is determined by a court of law or other competent authority to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provisions of this Agreement.
4. Assignment.-IDFC FIRST shall be entitled to assign this Agreement to another entity without written consent of the Dealer.
5. Entire Agreement-This Agreement, together with all its Schedules and other documents that are referenced herein constitutes the entire Agreement between the Parties and supersedes any previous discussions, negotiations and agreements between the Parties prior to the Effective Date

12. COVENANTS

1. Dealer shall at all times be responsible for conducting background verification checks on its facility staff and ensure that the facility staff deployed at IDFC FIRST’s facilities and / or its own premises shall not have any adverse track record including any criminal complaints / convictions. Dealer shall promptly inform IDFC FIRST, if it has any such knowledge and further make adequate arrangements for substitution of such staff. Further, IDFC FIRST and its authorized representatives shall have a right to periodically conduct audits and / or inspection on Dealer whether by its internal or external auditors or by agents appointed to act on its behalf and Dealer shall render all assistance as may be required for this purpose.
2. IDFC FIRST shall have a right to access all books, records and information relevant to the Services provided by the Dealer. Upon request from IDFC FIRST, the Dealer shall within3 (three ) days of such request provide IDFC FIRST access to all such books, records information, facilities and personnel used in providing the Services by the Dealer. IDFC FIRST shall also have a right to review and monitor the security practices and control processes of the Dealer and require the Dealer to disclose any security breaches, if any. IDFC FIRST also has a right to immediately notify the Reserve Bank of India (hereinafter referred to as the “RBI”) or other statutory authorities in the event of any breach of security and leakage of confidential customer related information. The Parties hereby agrees to follow the below in relation to the audit:
   1. IDFC FIRST shall share the audit reports and findings with the Dealer;
   2. The Dealer shall be required to provide its feedback to IDFC FIRST on the audit report within 3(Three ) days from the receipt of the audit findings;
   3. The findings of the audit report would be discussed between the Dealer and IDFC FIRST within 10 (Ten) days from the date the audit findings are shared by IDFC FIRST with the Dealer.The Parties or their authorized representatives will then draw out a joint action plan to undertake any remedial efforts with respect to the findings or the recommendations of the audit report / auditor, if there are any deficiencies in the Services found through the audit, those actual deficiencies will be rectified.
3. The Dealer acknowledges and agrees that RBI and the statutory auditors of the RBI have the right to cause an inspection to be made on the Dealer, its facilities, personnel and its documents, books, records, accounts and other necessary information by one or more of its officers or employees or other persons pertaining to the Services or this MSA or the Service Agreement, and the Dealer, shall render all necessary assistance to them for conduct of such audit / inspection.
4. The Dealer shall isolate and clearly identify IDFC FIRST’s customer information, documents, records and assets to protect the confidentiality of the information. In instances, where the Dealer, acts as an outsourcing agent for multiple banks, non-banking financing companies and financial institutions, care shall be taken by the Dealer, to build reasonable safeguards so that there are no comingling of information / documents, records and assets.
   1. The Dealer shall, at all times, maintain and respect, and shall also procure its Facility Staff to maintain and respect, the confidentiality of all/any matters relating to the Services, the Information and this Agreement, unless required under Applicable Law. If the Information to be furnished to any authorities under Applicable Law, the Dealer shall give prior intimation to IDFC FIRST before providing the Information to the any authorities under Applicable Law
   2. The Services to be rendered and the Dealer’s Obligations to be performed pursuant to this Agreement shall be rendered and performed by the Dealer, and it shall cause its Facility Staff to render and perform the same, with utmost care and diligence and shall be of the highest quality and standards.
   3. The Information handed over by IDFC FIRST to the Dealer and/or its Facility Staff in terms of this Agreement or which comes into the hands of the Dealer and/or its Facility Staff’s custody, power or possession pursuant to or in connection with this Agreement will remain the sole and absolute property of IDFC FIRST, and the Dealer and /or its Facility Staff shall not have and also shall not claim any charge, claim, lien, right of retention, sale or set-off or other right, title or interest therein or thereon for any reason whatsoever. The Dealer and/or its Facility Staff, shall not at any time use or attempt to use IDFC FIRST’s logo/trademark or letterheads for any purpose whatsoever including for any purposes to perform the Services in terms of this Agreement.
   4. Dealer agrees to maintain its books and records reasonably relating to the services performed and invoices issued pursuant to this Agreement for a period of 10 years from the expiry/termination of Agreement, IDFC FIRST shall be entitled to access all books, records and information relevant to the Services available with the Dealer. Upon request from IDFC FIRST, the Dealer shall within 2 (two) days of such request provide to IDFC FIRST access to all the books, records and information in connection with Services available with the Dealer.
   5. Upon request by IDFC FIRST, the Dealer shall within 3 (three) days of such request allow RBI or persons authorised by it to access IDFC FIRST’s documents, records of transactions, and other necessary information given to, stored or processed by the Dealer within a reasonable time.
   6. The Dealers recognises the right of RBI to conduct an inspection/audit to be made of a Dealer and its books and account by one or more of its officers or employees or other persons.
   7. The Dealer shall preserve all the documents and data pertaining to the Services in accordance with the legal/regulatory obligation of IDFC FIRST in this regard.
   8. The Dealer shall provide access to customer information of IDFC FIRST to the Facility Staff on 'need to know' basis i.e., limited to those areas where the information is required in order to perform the Services.
   9. The Dealer shall isolate and clearly identify the IDFC FIRST’s customer information, documents, records and assets to protect the confidentiality of the information. In instances, where Dealer acts as an outsourcing agent for multiple banks, non-banking financing services and financial institutions, care shall be taken by it to build strong safeguards so that there is no comingling of information/documents, records and assets.
   10. IDFC FIRST shall have a right to review and monitor the security practices and control processes of the Dealer on a regular basis and require the Dealer to disclose security breaches.
   11. IDFC FIRST shall have a right to immediately notify Reserve Bank of India or other statutory authorities in the event of any breach of security and leakage of confidential customer related information.
   12. The Dealer shall provide Services in compliance with the Applicable laws and rules made thereunder, as amended, modified or substituted from time to time). The Dealers represents and warrants that it has all the necessary legitimate rights, licenses and/or authorization as regards software, tools, techniques, used by it relating to the Services rendered under this agreement and for providing the Services and safe guarding the Information.
   13. It is mutually agreed between the parties hereto that Dealer shall after the execution of the Agreement immediately open a current/savings account with IDFC FIRST and IDFC FIRST shall directly remit the charges in the said account throughout the subsistence of the Agreement. The Dealer shall furnish all the necessary documents required for opening of such accounts.”
   14. The Dealer shall maintain a robust business continuity plan for documenting, maintaining and testing business continuity and recovery procedures. The business continuity plan shall ensure that the Dealer will continue to provide the Services and IDFC FIRST’s interest will not be materially affected, if there is a business disruption due to any reason including but not limited to failure of Information Technology other than force majeure event.
   15. The Dealer shall periodically test the business continuity and recovery plan and shall occasionally conduct a joint testing and recovery exercises with IDFC FIRST.

13. ASSIGNMENT

14. Representations and Warranties

1. Except to the extent disclosed to the Bank: (i) all the Dealer ’s contracts or agreements with, or any commitments to, any affiliates or group companies (if applicable) are on arms’ length basis; (ii) (a) where the Dealer is an individual, he/ she is not a director or specified near relation of a director of a banking company; (b) where the Dealer is a partnership firm/HUF/limited liability partnership firm, none of the partners or members of the HUF is a director or specified near relation of a director of a banking company; and (c) where the Dealer is a joint stock company, none of its directors, is a director or specified near relation of a director of a banking company; (iii)(a) where the Dealer is an individual, that he/ she is not a specified near relation to any senior officer of the Bank, (b) where the Dealer is a partnership firm/HUF/ limited liability partnership firm, none of the partners or members of the HUF, is a specified near relation of any senior officer of the Bank, and (c) where the Dealer is a joint stock company, none of its directors, is a specified near relation of any senior officer of the Bank.
2. The Dealer shall ensure that neither the Dealer nor any director/partner/member of the Dealer has been declared a wilful defaulter; in case any director/partner/member has been declared as a wilful defaulter, the Dealer shall take expeditious steps for removal of such person
3. It shall take all reasonable measures to ensure that information transfer (within Dealer’s area of influence) to and from IDFC FIRST’s materials is secure and it shall not use, analyze or access IDFC FIRST data traffic or any other data except for the limited purposes necessary for undertaking its contractual obligations as set out herein.
4. The Dealer shall comply with following obligation if it is providing services pertaining to collection and recovery:
5. The Dealer shall ensure verification of the antecedents of their Facility Staff, which may include pre-employment police verification of such Facility Staff. Such verification should happen at a periodicity of 3 months;
   1. The Dealer/Facility Staff while approaching the borrowers shall carry a copy of the notice and the authorization letter(notice and authorisation letter should contain telephone number and address of the Dealer) issued by IDFC FIRST along with the identity card issued to it/him by the IDFC FIRST;
   2. The Dealer/the Facility Staff shall not adopt uncivilized, unlawful and questionable recovery process or resort to undue harassment i.e. persistently bothering the borrowers at odd hours, use of muscle power, etc.;
   3. The Dealer shall abide by the BCSBI Code with respect to calling hours, Place of contact, recordings of calls, privacy, resolution of disputes etc.
   4. The Dealer shall:
      • • not share commission with IDFC FIRST’s customers,
      • • take cheques/drafts only in name of the IDFC FIRST,
      • • abide by the agreed time frame for depositing such money with the IDFC FIRST,
   5. abide by the mandated mode of confirmation of payment to the IDFC FIRST customer.
   
   
   

   Schedule II
   
   

   Payment Details

   
   

   The Bank shall pay to ______________________ (Dealer), for the servicesrendered under the Dealer Agreement dated ____________ as under:
   For _____________ cases ________________% of amount financed.
   (This will be adjusted basis the delinquency for that particular period)
   
   

   1. The payments, if any, shall be made to the Dealer by the Bank only after making the necessary statutory deductions. The Bank shall also have the right to set off, deduct and recover from the bill or any other amount payable to the Dealer, any and all amounts which may be or become payable or which the Dealer is liable to pay to The Bank under this agreement on any account whatsoever. The Dealer shall immediately reimburse any amount not liable to be paid by The Bank but which has been inadvertently paid to the Dealer.
   
   
   2. The Bank shall endeavor to make the payment towards commission and other charges, if any, to the Dealer within 30 working days from the receipt of the bills/ the Expenditure statement from the Dealer.
   
   
   3. Any amount outstanding from The Bank against the bill submitted in relation to services provided, for more than 90 (Ninety)days, must be advised in writing to the Bank for resolution.
   
   
   4. The Dealer has to submit the invoices within 30 days from the date of providing the service. Further, the invoices must cover all the particulars prescribed under GST Invoice Rules. The Dealer shall be responsible for payment of GSTN and should comply with timely uploading of invoice details in the GSTN, for services provided to The Bank. Further, the Dealer should ensure that all requirements of an invoice have been captured in the invoice.
   
   
   5. If there is any mismatch of credit, non-payment of tax, non-filing of returns etc. due to which The Bank has to reverse the availed credit or there is non-availability of credit, The Bank will restrict payment or recover the amount from the Dealer.
   
   
   6. The Bank shall not be liable for loss of credit arising on account of incomplete, erroneous or wrong details captured on the invoice and/or upload made to GSTN. Additionally, providing correct registration number is on the customer and The Bank will not be responsible for verification of GSTIN. If the Dealer fails to furnish GST registration number, the customer will be treated as unregistered.
   
   Note:- To be used as sample purpose