Account and Registration
WHEREAS, BASIC is a company incorporated under Law which has entered into an arrangement/agreement with the financial institutions to provide home loan facilities; WHEREAS, The BASIC is engaged in providing services to various individuals, entities and organizations, in the ordinary course of its business and invites the vendor/suppliers to help BASIC reach Indian consumers with quick and easy HOME loans. WHEREAS, The Vendor/Supplier has represented and warranted to BASIC thatit has considerable knowledge, expertise, infrastructure, resources and capability to provide the Services, and refer the leads to the BASIC for granting the home loan facilities; WHEREAS, In view of the aforesaid offer and on the faith and strength of the aforesaid representations and warranties, the company, BASIC has agreed to appoint the vendor/supplier for providing the Services upon and subject to the terms and conditions hereinafter contained; WHEREAS, under this arrangement, the vendor/supplier will be required to generate and provide leads for Loan requirements to BASIC. This arrangement is entered into on a principal to principal basis for a period of __ years from the date of issuance of this letter; NOW THEREFORE in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings:
- “Affiliates” mean any bodies incorporated which are controlled by, control, or under common control with, the Company, whether by virtue of owning, including as a benecifiary, the majority of voting capital or the by having the right to appoint a majority on the board of directors or other management organ, or both.
- “App” or “Application” or “Mobile Application” shall denote the Application which can be accessed through handheld device including Mobile Phone;
- “Agreement” or “This Agreement” shall denote this Agreement (as is amended or modified from time to time and published through medium of the “website”.
- “Applicable laws” means all the existing laws, rules and regulations; and applicable RBI Guidelines include those modified or amended from time to time.
- “Bank” in relation to the fund transfer mechanism shall mean the Bank which maintains an Escrow Account.
- “Borrower/s” denotes an individual, who enlist himself /herself for borrowing with BASIC or those who borrow or avail BASIC services in any manner.
- “Escrow Account” means an account maintained with the Bank, for the purpose of fund transfers/fund transfer mechanism, operated by the trustee.
- “BASIC’s services” or “Website Services” providing services of loan facilitation via online medium i.e. www.BASIC.com
- “IPR or Intellectual Property” shall mean and include all BASIC’s materials, including, but not limited to, software, programs, source code and object code, comments to the source or object code, specifications, documents, abstracts and summaries related to BASIC and/or BASIC website /App (‘Products’)
- “Investor/s” or “Lender/s” denotes those who is/are willing to invest or lend money to the Borrower listed with BASIC, and which may be any Bank, any NBFC, any person including an individual, a body of individuals, a HUF, a firm, a society or any artificial body, whether incorporated or not. The term Lender or Investor, wherever used in this terms, carries same meaning.
- “Leads” mean Customers who are interested in a Loan product and to whom FI disburses the loan product when the case is presented by BASIC.
- “Lending Platform” means an intermediary providing the services of loan facilitation via online medium or otherwise, to the Borrowers/Investors/Lenders
- “RBI” shall denote Reserve Bank of India
- “Transaction Information” means information that is contained in text messages (that is, SMS) sent by providers of services and/or products (including but not limited to financial institutions, mobile carriers and utility companies) to your mobile telephone number(s) in connection with one or more transactions across multiple financial accounts (including purchase, payments, billing information and service notifications related thereto). Without limitation, Transaction Information includes:
- Your mobile phone number
- Your email address
- Partial payment card data only to the extent such card data is disclosed in the said messages
- Information related to the transaction in question including identity of the service or product and the price or fee paid or payable in respect thereof.
- “Trustee” shall mean and organisation /entity which is authorised to operate the escrow account and which performs such functions as provided in Fund transfer mechanism.
- “User” denotes person, entity, individual, HUF, Firm, a society or any artificial body, who/which avails the BASIC services in any manner;
- “Visitor” shall mean person, entity, individual, HUF, Firm, a society or any artificial body, who/which avails the BASIC services in any manner, without registering himself/herself/itself;
- “Vendor/supplier” shall mean person, entity, individual, HUF, Firm, a society or any artificial body, who/which refers the leads to the BASIC on online platform and assists in submission of documents in lieu of referral fees;
- “Website” shall denote www.BASICfunding.com including sub-domain or extension thereof.
RELATIONSHIP OF THE PARTIES- INDEPENDENT PARTNERS
The Parties agree that the Parties shall be considered independent partners and not agents or employees of the other Party. Neither Party shall have authority to make any statements, representations or commitments of any kind, nor to take any action which shall be binding on the other Party, except as may be expressly provided for herein or authorized in writing.
OBLIGATIONS OF THE SERVICE PROVIDER
You or any of your agent, employees, and dealers shall not display the logo of BASIC on his/her visiting card or any other stationary except with the prior written consent of BASIC. Nothing herein shall entitle you or any of your agent, employees, and dealers to make any representations or warranties on behalf of BASIC or enter into contracts or arrangements on behalf of BASIC, or pledge the credit of BASIC.
DUTIES AND OBLIGATIONS OF THE COMPANY
The company shall be obligated to pay the referral fee to the vendor/supplier upon successful completion of the loan process.
You undertakes to keep all the Terms and Conditions hereof, as well as all BASIC’s information provided to you, not limited to financial detail strictly confidential and shall not without the prior written consent of BASIC, divulge and disclose any of such terms to any third party. This Clause shall survive the termination of this Agreement. Disclose or communicate to any party any information relating to the Company’s business or the Product including (but not limited to) customer lists, price points, or marketing plans (the “Confidential Information”); Duplicate any Confidential information; Use any Confidential Information other than solely for the benefit of the Company; or Assist a third party in using any Confidential Information in any manner but solely for the benefit of the Company. All disclosures of Confidential Information by one Party to the other are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all Confidential Information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated.
MATERIALS AND/OR SUPPLIES
Unless otherwise expressly specified in this Agreement, the Company shall supply, at the vendor’s sole expense, all materials, supplies and other resources necessary to perform the Services.
APPROVAL OF MARKETING MATERIAL.
The Vendor/supplier shall receive written confirmation from the Company in using any marketing materials related to the Product/services that were not directly provided by the Company.
REPRESENTATIONS AND WARRANTIES
- Each party hereby represents and warrants to that:
- Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder;
- the execution of this Agreement by the Company and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between the Company and any third party or a violation of the Company’s legal obligations; and
- Vendor holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances.
GIFTS OR BRIBES
Service Provider’s must not accept gifts from prospects or bribes of any kind. Any Service Provider offered a bribe or payment of any kind by a customer must report the offer to his/her management.
BASIC shall pay to you a Referral/ commission on all cases referred by you that get disbursed through one of our FI tie-ups, based on the attached pay-out structure defined under the ANNEXURE. The said fee will be payable monthly provided a monthly invoice is submitted to BASIC in the format provided by BASIC. BASIC reserves the right to change the pay-out structure at any time without intimation to the Referral partner.
RIGHT TO ADJUST AND WITHHOLD
BASIC will be entitled to make adjustment, set off or withhold any amount due to you under this arrangement against any money which becomes due or may become due to BASIC from you, whether by way of damages, loss suffered or costs, expenses incurred or any amount paid by BASIC to any third party or any statutory authorities which is your liability. It is mutually agreed between the Parties that to such adjustment, set off or with-holding of amount by BASIC, you shall not raise any objection.
You undertake to indemnify and keep BASIC and its officers/employee indemnified and harmless from and against any actions, suits, claims, proceedings, damages, liabilities, losses, expenses or costs (hereinafter referred to as “Claims”) suffered by it on account of any breach of warranty, representations, non-compliance of any applicable law, unauthorized act, fraud, deed or thing done or omitted to be done or undertaking made by you, its employees, officers, agents during the performance of this arrangement.
Any dispute arising under this arrangement between the parties will be subject to the courts of [[Place of jurisdiction]].
- No party shall be liable for any failure to perform its obligations under these Terms if the failure results from a Force Majeure Event (defined below), provided always that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event occasioning the failure ceases or abates.
- For purposes of these Terms, a “Force Majeure Event” is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in that party’s country or in the territory, and which results in the party being unable to observe or perform on time an obligation under these Terms. Such circumstance or event shall include industrial action or labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication or utility failures, power outages, fire, explosion, natural physical disasters, epidemic, quarantine restrictions, lockdown relating to any pandemic or COVID-19 and general failure of public transport.
- Any notice provided for or permitted in this Agreement shall be in writing and will be deemed to have been given [[Minimum number of Days after Mail: Number]] days after having been mailed, postage pre-paid, by certified or registered mail or by recognized overnight delivery services, except in the case of a postal or other strike affecting the service used whereupon notice will be deemed to have been given [[Minimum number of Days for Service of Notice: Number]]days after normal service resumes.
- Where personal service is made or where delivery is made by facsimile and a receipt thereof has been retained, any notice provided for or permitted in this Agreement will be deemed to have been given when received by the intended recipient. The intended recipient must be an individual whose personal name appears on the address set out in the notice.
- Addressing and delivery is to be made as follows: If to: Company
- The parties may communicate other addresses where notice must be sent to from time to time. Such communication shall be in writing and shall have the effect of replacing the address. No change of address effected under this section shall in any way affect the operation of any term, other than the delivery address, in this Agreement.
BASIC Enterprises Pvt Ltd, 5th Floor, ABL Workspaces,Plot No:44, Sector:44, Gurgaon – 122001
If to: Agent
Address provided in my profile section of your app would be considered.
- This Agreement will come into force as on the date of your account creation and will expire on deletion of your account.
- BASIC is entitled to terminate this arrangement by providing 7 days’ notice, without assigning any reasons and delete your account from its servers to end this agreement relationship.
EFFECT OF TERMINATION.
- Upon termination of the agreement, the following shall occur:
- The Vendor/Supplier shall direct all further inquiries regarding the home loans back to the Company;
- The vendor/supplier shall return or destroy any physical or digital copies of the Company’s proprietary information in its possession including (but not limited to) marketing material, business plans, customer lists, and pricing information.
DISPUTES AND RESOLUTIONS – ARBITRATION:
- In the event of any dispute, difference or controversy arising between the Company/Owner and the vendor/supplier in the performance, interpretation, implementation or application of this agreement, the parties will first attempt to resolve their differences mutually but failing mutual settlement dispute, difference or controversy arising, either Party may request that such disputes be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (“ the Act of 1996”) and the rules made there under, as amended from time to time.
- The Seat of Arbitration will be in [[Place]] and all Arbitration proceedings will be conducted in [[Place]].
Entire Agreement & Amendments This Agreement hereto constitutes the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement may not be amended or modified in any way except by a written instrument signed by both Parties.
Neither Party shall assign this Agreement or any of its rights or obligations hereunder without prior written consent of the other Party, which consent may be withheld at the other Party’s discretion.
INCORPORTAED BY REFERENCE
The Preamble and all Attachments, Schedules and Exhibits attached hereto are hereby incorporated by reference and made a part of this Agreement.
This Agreement shall be governed by and interpreted in accordance with the laws of the India, without reference to its conflict of law provisions, and the laws of India applicable therein. All disputes arising under this Agreement will be referred to the courts situated in India which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts.
All references to monetary amounts in this Agreement shall be to Indian currency.
Unless given prior written consent by the parties, which consent may require a payment to the party, each Party agrees that it will not, during the Initial Term, knowingly solicit or hire any employee of the other Party who is directly involved in providing the Services herein.
ABSENCE OF PRESUMPTION
No presumption shall operate in favour of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement.
It is hereby agreed that both parties specifically require that this Agreement and any notices, consents, authorizations, communications and approvals be drawn up in the English language.
The headings and section numbers appearing in this Agreement or any Schedule attached hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement.
If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any Party or circumstance is, to any extent, invalid or unenforceable, all other terms and conditions of this Agreement and/or the application of such terms and conditions to the parties or circumstances shall not be affected thereby and shall be separately valid and enforceable to the fullest extent permitted by law.
No waiver by either Party of any obligation, restriction or remedy under this Agreement shall be valid unless by specific written instrument. No acceptance by a Party of any payment by another Party and no failure, refusal or neglect of any Party to exercise any right under this Agreement or to insist upon full compliance by the other Party with its obligations hereunder, shall constitute a waiver of any other provision of this Agreement or any further or subsequent non-compliance with the same or any other provision.
Each of the parties hereto hereby covenants and agrees to execute and deliver such further and other agreements, assurances, undertakings, acknowledgments or documents, and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective (as applicable) successors and assigns.
This Agreement may be signed in counterparts, and by use of facsimile signatures, each of which when signed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
A merger or integration clause states that the current written contract overrides any previous oral or written agreements.
These protect parties who excuse the other party for non-performance of contract terms. For example, suppose one party only makes payments every other month when the contract requires monthly payments. If the non-breaching party accepts the payments but doesn’t file a lawsuit, the non-waiver clause allows them to recover the missing payments. In other words, the party doesn’t “waive” their full contract rights by accepting non-complying action from the other party.
LIQUIDATED DAMAGES CLAUSE
Allows the non-breaching party to recover damages in the event that actual damages are difficult to calculate. However, the amount of liquidated damages needs to be reasonable in light of the circumstances.
LEGAL FEES CLAUSE
These state that the losing party shall reimburse the other party for attorney’s fees (and sometimes other court fees and costs).